ORGANIZATION

Corporate governance
Implementing sound corporate governance principles is a priority.

The Calzedonia Group is a privately-owned company. At the time of writing, none of the companies under the umbrella of the Group are publicly traded.

De la Costa S.r.l., a sole proprietorship owned by Group founder and President Sandro Veronesi, is the controlling shareholder of Calzedonia Holding SpA.

As the operational parent company, the latter directs and coordinates all the companies within the Group, and has adopted a traditional corporate governance structure.

Makes decisions about legal or statutory matters.

Invested with all the powers necessary for the ordinary and extraordinary management of the company, with the ability to decide upon all acts deemed appropriate to achieve the corporate purpose, excluding the legal powers held by the shareholders at the general meeting. The current Calzedonia Holding SpA board members are:

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Sandro Veronesi President and Managing Director
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Marco Carletto Managing Director

The Board of internal auditors has the legal task of supervising compliance with the law, the articles of association, the principles of proper administration and the suitability of the Calzedonia company's organizational structure. Its current members are:

Marco Bronzato President
Alessandro Lai Statutory Auditor
Gianluca Cristofori Statutory Auditor

Appointed by the shareholders at the general meeting, the independent auditor is an external company that audits the accounting books. The current independent auditor is EY SpA.

Parent company Calzedonia Holding SpA and the main Italian companies in the Group have adopted an organization, management and control model, an integral part of which is the Code of Ethics, compliant with the regulations established by Italian Law Decree 231 of 8 June 2001, in order to:

  • Inform all stakeholders of the principles that the Group is based on;
  • Ensure transparency and fairness in the management of its activities;
  • Provide ethical guidelines for the conduct of employees and collaborators;
  • Prevent crimes covered by Decree 231 and subsequent amendments.

The application of both the Organization Model and the Code of Ethics is intended to be the manifestation of the principles of conduct and the regulations which all stakeholders must abide by in their relationship with Calzedonia.

When required by special circumstances or changes in applicable laws, the Organization Model will be updated by the Board of directors.

The task of supervising compliance with, and the efficacy of, the Organization model is entrusted to the Supervisory Body, appointed by the Board of Directors of Calzedonia Holding SpA and equipped with operational independence in terms of inspections and initiatives. The Supervisory Body currently has two independent members (i.e. external to the company) and one in-house member:

Riccardo Borsari Independent Member and President
Alessandra Cerreta Independent Member
Rita Civarelli In-house Member, Group's Legal Department

 

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