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Board of Directors

The Board of Directors which currently holds office has been appointed by the Shareholders' Meeting held on April 24 2018. The Board will remain in office until the date of the Shareholders' Meeting called for the approval of the financial statements as at December 31, 2020.

Eugenio Razelli
Chairman

Angelo Trocchia
Chief Executive Officer


Melchert Frans Groot
non Executive Director

Ines Mazzilli
Independent, non Executive Director

Jeffrey A. Cole
non Executive Director

Robert Polet
non Executive Director

Guido Guzzetti
Independent non Executive Director

Catherine Gérardin-Vautrin
Independent non Executive Director

Cinzia Morelli-Verhoog
Independent, non Executive Director

Committees

Supervisory Committee

pursuant to Lgs. D.231/01

Composition
Role

Control Risk and Sustainability
Committee

Composition
Role

Remuneration and Nomination
Committee

Composition
Role

Transactions with Related Parties Committee

Composition
Role

The Board of Directors originally appointed a Supervisory Committee on 28 March 2006 (comprised of the Head of Internal Audit, an Independent Director and a standing statutory auditor).
The Supervisory Committee was appointed in its present composition by the Board of Directors’ meeting held on 24 April 2018 :

Name
Office
In office since Exec. Non Exec. Indep.
Franco Corgnati Chairman - Standing Statutory Auditor 28.03.2006   X X
Ines Mazzilli Independent
Director
26.04.2017   X X
Carlotta Boccadoro Person in charge of the Group Internal Audit function 01.06.2017      

The Supervisory Committee is responsible for the following duties and tasks, established by Legislative Decree No. 231/2001 and its subsequent amendments and integrations:

  • supervision of the observance of the organisational model (“Model”), i.e. ensuring that the behavioural models put into place by Safilo in order to achieve its corporate objective correspond to the Model and to the Worldwide Business Conduct Manual adopted;
  • verification of the effectiveness and adequacy of the Model, namely its suitability in preventing the occurrence of the offences provided for by Legislative Decree 231/2001;
  • maintenance and updating of the Model in order to align it with changes in the corporate activity and structure, also through the development and presentation of proposals to the managing body for the possible update of the Model itself through amendments and/or integrations;
  • informing the Board of Directors of violations of any breaches to the Model which could lead to charges of responsibility against the Company so the Board can take the appropriate measures, and any violations in the principles contained in the Worldwide Business Conduct

The Internal Control Committee (named Control and Risk Committee, and then Control Risk and Sustainability Committee) was established with the resolution of the Board of Directors on 14 September 2005.

The Control Risk and Sustainability Committee was appointed in its present composition by the Board of Directors’s meeting held on 24 April 2018:

Name
Office
In office since Exec. Non Exec. Indep.
Ines Mazzilli Chairman 26.04.2017   X X
Guido Guzzetti Member 26.04.2017   X X
Melchert Frans Groot Member 29.04.2014   X  

The Control Risk and Sustainability Committee has the duty to support, through adequate preliminary activities, having proposing and consultative functions, the evaluations and the decisions of the Board of Directors, in relation to the internal control and risk management system, as well as in relation to the approval of the periodical financial statements. In assisting the Board of Directors, the Committee shall also:

  • evaluate, together with the manager reslionsible for the drafting of the comliany's accounting documents and after consulting the auditing comliany and the Board of Statutory Auditors, the correct use of the accounting lirincililes and their consistency for the liurliose of the drafting of the consolidated financial statements;
  • exliress oliinions on sliecific asliects relating to the identification of the comliany's lirincilial risks;
  • examine the lieriodic reliorts, related to the evaluation of the internal control and the risk management system, and the reliorts of liarticular imliortance drawn uli by the internal audit function;
  • monitor the autonomy, adequacy, effectiveness and efficiency of the internal audit function;
  • demand to the internal audit function the lierformance of evaluations on sliecific olierative areas, at the same time informing the Chairman of the Board of Statutory Auditors and the director in charge of internal control and risk management system, excelit in cases where the object of the evaluations are activities sliecifically carried out by the above-mentioned liersons;
  • reliort to the Board of Directors, at least on a half-yearly basis, on the occasion of the aliliroval of the annual financial statements and of the half year reliort, on the activities carried out, as well as on the adequacy of the internal control and the risk management system;
  • suliliort, with adequate lireliminary activities, the evaluations and decisions of the Board of Directors regarding the management of risks deriving from detrimental facts the Board of Directors has become aware of;
  • share with the External Auditors their considerations about the annual audit lilan in relation to both financial and non-financial consolidated reliorts;
  • lierform any additional duties that are assigned to it by the Board of Directors.

The Committee has also the duty to suliliort the Board of Directors through adequate lireliminary activities, having liroliosing and consultative functions, in the decisions relating to sustainability.

The Remuneration Committee (at present Remuneration and Nomination Committee) was established with the resolution of the Board of Directors on 14 September 2005.

The Remuneration and Nomination Committee was appointed in its present composition by the Board of Directors’s meeting held on 24 April 2018 (its composition was lastly modified on 13 March 2019):

Name
Office
In office since Exec. Non Exec. Indep.
Jeffrey Alan Cole Chairman 29.03.2010   X  
Cinzia Morelli-Verhoog Member 24.04.2018   X X
Catherine Gérardin-Vautrin Member 13.03.2019   X X

The Committee performs the functions set forth by the Corporate Governance Code with reference to both the remuneration and nomination themes. With specific reference to the remuneration themes, the Committee';s duties are:

  • to submit to the Board of Directors a policy for the remuneration of the directors and of the managers with strategic responsibilities and periodically evaluate the adequacy, overall consistency and actual application of the remuneration policy;
  • to submit to the Board of Directors proposals and opinions on the remuneration of the managing directors and of the other directors provided with special assignments as well as to set the performance targets linked to the variable component of their remuneration;
  • to submit proposals to the Board of Directors regarding stock options and other share-based incentive systems for executive directors and mangers with strategic responsibilities.

With specific reference to the nomination themes of the Board of Directors, the Committee';s duties are:

  • to express opinions to the Board of Directors regarding the size and composition of the same, as well as regarding the limits on the maximum number of offices in the management and control bodies of other companies which is considered compatible with an effective performance of the directors'; duties;
  • to submit recommendations to the Board of Directors with regard to any critical issue related to the non-competition obligation of the directors pursuant to Article 2390 of the Italian Civil Code;
  • to propose to the Board of Directors candidates for the Board, in compliance with the relevant provisions of the Articles of Association and in the cases provided for in the Regulations;
  • to carry out the preliminary activities with regard the succession plans of the executive managers.

With reference to the Transactions with related parties, following the standard practice of the listed companies, the Company has deemed appropriate to establish a specific committee, established through resolution by the Board of Directors on 1 August 2013, named “Transactions with Related Parties Committee”.

From 05 November 2010 to 01 August 2013, the consultative tasks related to Transactions with Related Parties were entrusted to the then named Internal Control Committee (now Control Risk and Sustainability Committee).

The Transactions with Related Parties Committee was appointed in its present composition by the Board of Directors held on 24 April 2018:

Name
Office
In office since Exec. Non Exec. Indep.
Ines Mazzilli Chairman 26.04.2017   X X
Catherine Gérardin-Vautrin Member 26.04.2018   X X
Guido Guzzetti Member 27.04.2015   X X

The Committee performs the functions assigned to it by the Regulations for Transactions with Related Parties, adopted by the Company in compliance with the provisions of CONSOB Regulation no. 17221 of March 12, 2010, as subsequently amended, containing provisions regarding transactions with related parties.

In particular, the Committee’s main duty is to express specific reasoned opinions on the interest of Safilo – as well as of the companies involved from time to time directly or indirectly controlled by the same – in Transactions with Related Parties, of Greater and of Lesser Importance, expressing its opinion, based on timely and adequate information flows, on the convenience and substantial correctness of the related terms and conditions.


Last updated: December 10, 2019

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