The current Board of Directors was appointed at the Ordinary Meeting held on 30 April 2015
and will remain in office until approval of the financial statements for the year ended 31 December 2017
Federico Marchetti – CEO
Federico Marchetti graduated in Economics and Commerce from Milan’s Luigi Bocconi University and obtained an MBA from Columbia University. Mr Marchetti began his professional career in 1994 as an Investment Banking Analyst, first in London and then in Milan. In 1999, he worked with Bain & Co. as a consultant. In 2000, he founded YOOX S.p.A. and, since then, has served as the Company’s Chief Executive Officer. In 2012, Federico Marchetti was awarded the prestigious Leonardo Award for Innovation by Italian President Giorgio Napolitano in recognition of the pioneering spirit of YOOX Group. In 2014, Federico Marchetti has been nominated Alumnus of the Year by Bocconi University for his unique entrepreneurial skills and innovative thinking.
Raffaello Napoleone – Independent Chairman
Raffaello Napoleone graduated in Law from Rome’s Sapienza University and studied Executive Management and Executive Marketing at Stanford University. He began his career in 1976 in the commercial division of Italvela S.r.l., an exclusive yachting agent, and was a founding member of Nauta S.n.c. in 1978. From 1984 to 1986, he worked at the Florence office of Les Laboratoires Servier, where, as General Secretary, he oversaw human resources. Between 1986 and 1989, he was Head of Human Resources at Salvatore Ferragamo S.p.A., and from May 2007 to October 2009, he was a member of the Board of Directors of YOOX S.p.A.. Between 2007 and 2010, he was a member of the Escada AG Supervisory Board and from 2006 to 2009, he was an Independent Director at Dada S.p.A.. Since 1989, he has been CEO of Pitti Immagine S.r.l., a non-profit company that organises international trade fairs in the textiles/clothing sector. He sits on the Board of Directors of Ente Cassa di Risparmio di Firenze, after having served on its steering committee for 10 years. He is also a member of the Board of Directors of Alta Roma, which organises the Haute Couture week in Rome, and a member of the Board of the Fondazione Teatro della Pergola. He is a permanent invited member of the Board of Directors of Confindustria Firenze. Mr. Napoleone has been a member of the Board of Directors of YOOX S.p.A. since July 2010 and Chairman of YOOX S.p.A. since April 2015.
Stefano Valerio – Vice-Chairman
Stefano Valerio studied Law at Milan University, graduating cum laude. In 1992, he entered the legal profession and is currently a partner at “d’Urso Gatti e Bianchi, Studio Legale Associato”, focusing on corporate and financial market law. He has written various articles and essays on corporate law and sits on the Board of Directors of a number of listed companies and financial institutions. Mr. Valerio has been a member of the Board of Directors of YOOX S.p.A. since 2006.
Alessandro Foti – Independent, non-executive Director
Alessandro Foti graduated in Economic and Social Sciences from Milan’s Luigi Bocconi University. From 1989 to 1996, he worked at Mediobanca S.p.A. in Milan in the Mergers and Acquisitions division, moving on to work in the same department at Lehman Brothers in London from 1996 to 2002. Mr. Foti was co-head and co-CEO of Investment Banking at UBS Italia from 2002 to 2007. Since 2008, he has been an Independent Financial Advisor and an Independent Board Member of a number of companies, including Ferretti Group, Camfin, Dada and Banca Popolare di Milano. Mr. Foti has been a member of the Board of Directors of YOOX S.p.A. since April 2015.
Catherine Gérardin Vautrin – Independent, non-executive Director
After having obtained a master’s degree in English and French Law jointly organised by the Sorbonne in Paris and King’s College in London, Catherine Gérardin Vautrin graduated at the HEC Paris in 1983. She started her professional career as a Product Manager in the marketing department of a textile company. In 1992, she joined the Louis Vuitton Maison in Paris, where she was initially in charge of the development of the image of Louis Vuitton shops around the world, subsequently becoming Director of Pret à Porter, supporting the Artistic Director of the Marc Jacobs Maison. In 2000, Ms. Gérardin Vautrin began working for Emilio Pucci and led its re-launch for seven years, initially as CEO and subsequently also as Chairman. In 2008-2009, she was CEO of a fashion start-up, while also working as a consultant in the fashion industry until 2011. She was Chairman and CEO at Cerruti from October 2011 to December 2014. In February 2015, she was appointed Chairman and CEO at Paule Ka. Ms. Gérardin Vautrin has been a member of the Board of Directors of YOOX S.p.A. since 2009.
Robert Kunze-Concewitz – Independent, non-executive Director
Robert Kunze-Concewitz graduated in Economics from Hamilton College (New York, USA) and obtained an MBA from Manchester Business School. Mr. Kunze-Concewitz began his professional career at Procter & Gamble, where he worked for 15 years, starting as FP&A Analyst, assuming increasing responsibilities in marketing worldwide, becoming Global Marketing Director of the Global Prestige Products division. In October 2005, he joined Campari as Group Marketing Director, implementing new marketing strategies for the Group’s international brands. In May 2007, he was appointed Group CEO. Since September 2014, he has been a member of the Board of Directors of Luigi Lavazza S.p.A.. Mr. Kunze-Concewitz has been a member of the Board of Directors of YOOX S.p.A. since April 2015.
Laura Zoni – Independent, non-executive Director
Laura Zoni graduated cum laude in Business Administration, obtaining a PhD in the same field from Milan’s Luigi Bocconi University. Professor Zoni began her academic career at Bocconi University, where she attended a range of prestigious international institutions as a visiting professor, including: NYU Stern School of Business (New York City, USA); Amos Tuck School of Business, Dartmouth College (Hanover, USA); INSEAD (Fontainebleau, France); and USC Marshall School of Business (Los Angeles, USA). In 2006, she became Associate Professor of Accounting and Management Control (Faculty of Economics and Law) at Università Cattolica del Sacro Cuore in Piacenza, where she is currently Director of the Double Degree Programme in International Management. She is also a Senior Professor of Accounting and Control at SDA Bocconi School of Management (Milan, Italy) and at MISB Bocconi, (Mumbai, India). She has published several articles and books and has participated in consulting projects in Management Control, Performance Evaluation and Incentive Schemes. Ms. Zoni has been a member of the Board of Directors of YOOX S.p.A. since April 2015.
Nomination and Activities of Board of Directors
Nomination of Directors
The Company is managed by a Board of Directors consisting of a minimum of 5 and a maximum of 15 members, in compliance with the provisions on gender balance as set out in art. 147-ter, paragraph 1-ter, of Legislative Decree 58/1998, as introduced by Law 120 of 12 July 2011. Therefore, for the first term of office one year after the entry into force of Law 120/2011, the Board must comprise at least one-fifth of the least-represented gender, while for the two subsequent terms of office, at least one-third must be from the least-represented gender, rounded up to the nearest whole number.
Directors remain in office for a period of no more than 3 years, which expires on the date of the Shareholders’ Meeting called to approve the financial statements for the last year of their tenure. They may be re-elected.
Before making the appointments, the Shareholders’ Meeting determines the number of Directors and the term the Board shall remain in office.
The current Board of Directors of YOOX comprises 7 members, appointed by the Ordinary Shareholders’ Meeting held on 27 April 2012.
The Board will remain in office until the Shareholders’ Meeting convened to approve the financial statements for the year ended 31 December 2014.
Art. 14 of the bylaws establishes that the Board of Directors is appointed by the Shareholders’ Meeting based on lists, according to the procedure set out below, unless otherwise or further provided for by binding legal or regulatory provisions.
Lists for the appointment of Directors may be presented by the outgoing Board of Directors as well as by shareholders which, at the time the list is presented, hold a stake at least equal to that determined by Consob, pursuant to art. 147-ter, paragraph 1, of the TUF, and in compliance with the Consob Issuer Regulation.
Ownership of the minimum shareholding is established on the basis of shares registered at the date on which the lists are submitted to the Issuer; the relevant certification may also be produced following submission, provided that this is within the time period indicated for publication of the lists.
The lists presented by shareholders are deposited at the Company’s registered office at least 25 (twenty-five) days before the date of the Shareholders’ Meeting called to appoint the Directors, in accordance with the terms and procedures established by existing laws and regulations. If the Board of Directors presents a list, it must be deposited at the Company’s registered office at least 30 (thirty) days before the date of the Shareholders’ Meeting called to appoint the Directors, in accordance with the terms and procedures established by existing laws and regulations.The Company must also make the lists available to the public at least 21 (twenty-one) days before the date of the Shareholders’ Meeting, in accordance with the procedures established by existing laws and regulations.
The lists must contain nominations for no more than 15 candidates, numbered sequentially. Each list must contain and expressly indicate an Independent Director pursuant to art. 147-ter, with a sequential number no higher than 7. If the list comprises more than 7 candidates, it must contain and expressly indicate a second Independent Director pursuant to art. 147-ter. Note, however, that to maintain its entitlement to be traded on the STAR segment of the MTA, the Issuer must have an appropriate number of Independent Directors on its Board, and therefore comply with the criteria established by art. IA. 2.10.6 of the Instructions to the Stock Exchange Regulation, which stipulate:
- at least 2 Independent Directors for boards of directors comprising up to 8 members;
- at least 3 Independent Directors for boards of directors comprising 9 to 14 members;
- at least 4 Independent directors for boards of directors comprising over 14 members.
Unless such lists contain fewer than three candidates, they must ensure that the board will include both genders, such that candidates of the least-represented gender make up at least one-fifth of the total for the first term of office one year after the entry into force of Law 120/2011, and one-third of the total in the two subsequent terms of office, rounded up to the nearest whole number.
The lists must also contain (including in the attachments):
- a CV detailing the candidates’ personal and professional characteristics;
- statements in which each of the candidates accepts their candidacy and certifies, under his/her own responsibility, that there are no grounds of ineligibility or incompatibility and that they meet the requirements prescribed by existing legislation for the office of Company director. These statements may also include a declaration stating that they meet the requirements to qualify as an “Independent Director pursuant to art. 147-ter” and, where applicable, the additional requirements set out in the codes of conduct drawn up by companies managing regulated markets or by trade associations;
- for the lists submitted by the shareholders, the names of the shareholders submitting the lists, and the total percentage of shares held;
- any other declaration, information and/or document provided for by law and by the applicable regulations.
Each shareholder or group of shareholders belonging to a shareholders’ agreement as defined in art. 122 of the TUF may not present or vote for more than one list, either directly or through a third party or fiduciary company.
A candidate may appear on one list only, or shall be deemed ineligible.
At the end of the vote, the candidates from the two lists with the most votes shall be elected, according to the following criteria:
- a number of directors equal to the total number of members of the Board, as previously established by the Shareholders’ Meeting, minus one, shall be drawn, in sequential order of presentation, from the list that obtained the most votes (the “Majority List”); the said numbers of candidates are elected in the numerical order shown on the list;
- one director shall be drawn from the list with the second-highest number of votes that is not connected, even indirectly, with the shareholders that presented or voted on the Majority List pursuant to the applicable provisions (the “Minority List”). The person shown as the first candidate in the list shall be elected; however, if no Independent Director is elected from the Majority List pursuant to art. 147-ter in the case of a board of no more than seven members, or if only one Independent Director is elected pursuant to art. 147-ter in the case of a board of more than seven members, the first Independent Director, pursuant to art. 147-ter, shall be elected rather than the first candidate on the Minority List.
Should the resulting composition of the Board not enable compliance with gender balance provisions, given their sequential order on the list, the last few candidates of the most-represented gender elected from the Majority List shall be replaced – in the number necessary to ensure compliance with the requirements – by the first few non-elected candidates of the least-represented gender on the same list.
If there are not enough candidates of the least-represented gender on the Majority List to make the necessary number of replacements, the Shareholders’ Meeting shall elect the additional members by statutory majority.
Lists that do not obtain at least 50% of the votes required to submit a list shall not be taken into consideration.
If two lists receive the same number of votes, the entire Shareholders’ Meeting shall take a new vote and the candidates that obtain a simple majority shall be elected, in compliance with the allotment policy, as set out in Art.147-ter, paragraph 1-ter, of Legislative Decree 58 of 24 February 1998.
If only one list is presented, the Shareholders’ Meeting shall vote on it, and if it obtains a relative majority, excluding abstentions, the candidates listed in sequential order, up to the number determined by the Shareholders’ Meeting, shall be elected as directors; it being understood, however, that if the Board comprises more than seven members, the second Independent Director pursuant to art. 147-ter shall also be elected, in addition to the Independent Director necessarily included in the first seven places, as long as this complies with the allotment policy set out in art.147-ter, paragraph 1-ter, of Legislative Decree 58 of 24 February 1998.
If no lists are submitted, or the number of directors elected on the basis of the lists submitted is lower than that determined by the Shareholders’ Meeting, the members of the Board of Directors are appointed by the Shareholders’ Meeting through simple majority voting, without prejudice to the obligation of the Shareholders’ Meeting to appoint the minimum number of Independent Directors pursuant to art. 147-ter, equal to the minimum number established by law and in compliance with the allotment policy set out in art.147-ter, paragraph 1-ter, of Legislative Decree 58 of 24 February 1998.
Independent Directors pursuant to art. 147-ter, indicated as such at the time of their appointment, must immediately inform the Board of Directors if they cease to fulfil the independence requirements; the Director shall forfeit his/her office if the Board no longer has the minimum number of directors meeting the independence requirements set by the laws in force.
Under art. 14 of the bylaws, if for any reason one or more directors cease to hold his/her post, he/she will be replaced pursuant to art. 2386 of the Civil Code, without prejudice to the obligation to maintain the minimum number of Independent Directors pursuant to art. 147-ter, prescribed by law, and in compliance, where possible, with the principle of minority representation and the allotment policy set out in art.147-ter, paragraph 1-ter, of Legislative Decree 58 of 24 February 1998.
The candidate elected as Chairman of the Board of Directors is the candidate indicated as such on the Majority List or on the only list submitted and approved. Otherwise, the Chairman is appointed by the Shareholders’ Meeting by simple majority voting, or is appointed by the Board of Directors in accordance with the bylaws.
If the majority of Directors appointed by the Shareholders’ Meeting resign or leave the Board for any other reason, the term of office of the entire Board will be considered to have ceased with effect from the date on which the new Board is constituted. In this event, the Directors who have remained in office must urgently convene a Shareholders’ Meeting to appoint the new Board of Directors.
The Company has evaluated the adoption of a succession plan for Executive Directors but considers it to be unnecessary.
Pursuant to art. 19 of the bylaws, the Board of Directors is vested with all the powers necessary to manage the Company, and to this end may pass resolutions or carry out measures that it deems necessary or useful to fulfil the corporate purpose, with the exception of matters reserved for the Shareholders’ Meeting pursuant to the laws in force or the Company bylaws.
The Board of Directors is also responsible, in accordance with art. 2436 of the Civil Code, for adopting resolutions concerning:
- simplified mergers or spin-offs pursuant to articles 2505, 2505-bis, 2506-ter, last paragraph, of the Civil Code;
- the establishment or closure of secondary offices;
- the relocation of the registered office within the national territory;
- information about which Directors serve as legal representatives;
- reductions in the share capital following withdrawals;
- amendments to the bylaws to comply with laws and regulations;
- it being understood that these resolutions may also be taken by the Extraordinary Shareholders’ Meeting.
At its meeting on 27 April 2012, the Board of Directors vested the Chief Executive with the powers set out in section 4.5 below, while the Board has exclusive authority for decisions regarding the following issues:
- the approval of the business plan and subsequent amendments or additions (and/or its replacement with business plans subsequently approved by the Board of Directors);
annual investment budget and amendments or additions thereto of more than 30% of the amount indicated in the latest approved business plan and/or the latest approved budget;
- debt totalling more than Euro 1,000,000.00 a year where not provided for in the business plan and/or the last approved budget;
- the approval of the quarterly procurement and cash budget and amendments or additions of more than 30% thereto;
- Directors’ compensation pursuant to article 2389, paragraph 2 of the Civil Code;
- the granting of guarantees of any kind amounting to more than Euro 100,000.00 a year in total;
- the purchase or sale of interests in company structures, or the purchase, sale or leasing of companies, company branches or real estate;
- the recruitment, dismissal or changes to the employment conditions of directors;
- the appointment of directors and managers of subsidiary companies (where they exist) and determination of their relative powers, compensation and salaries;
- the conditions and timing of stock option plans or buy options and relative benefits;
- the adoption by the Company of (or change to) any stock option plan or incentive plan or scheme for employees or the granting of options or shares based thereon;
- the creation of any mortgage, pledge or charge or any commitment or real guarantee on all or a substantial portion of the Company’s property or real estate;
- the sale of all or a substantial part of shares representing the share capital of any Company subsidiary; and
- the signing by the Company of any binding agreement that is included (or could be included) in any of the matters covered above.
The meetings are duly minuted.
Pursuant to art. 16, paragraph 3 of the bylaws, the Chairman of the Board coordinates the work of the Board and ensures that sufficient information is provided on the agenda items to all Directors. Specifically, adequate information must always be provided to allow Directors to express themselves knowledgeably on the issues submitted for their review; the documentation and information relating to the draft documents to be approved must be provided with sufficient notice, with the sole exception of cases of specific proven urgency.
To ensure that the information required for the Board meeting is timely and complete, the documents must be provided at least two days before the date of the meeting. This deadline is normally complied with.
Directors from the Issuer and the Group to which it belongs may also attend Board meetings to provide more in-depth information on agenda items.
Furthermore, at the annual meeting to approve the financial statements, the Board of Directors:
- examines a report on significant company risks submitted by the Chief Executive Officer and evaluates how these have been identified, assessed and managed. It pays particular attention to any changes in the nature and extent of risks over the year under review, and to assessing the response of the Issuer and its subsidiaries to these changes;
- assesses the effectiveness of the internal control and risk management system in combating these risks, paying particular attention to any inefficiencies that have been noted;
- considers the measures that have been put in place or must be undertaken promptly to rectify this deficiency;
- prepares any additional policies, processes and rules of conduct that allow the Issuer and its subsidiaries to react in an appropriate manner to risk situations that are new or not appropriately managed.
The Board is responsible for approving any transactions by the Company or its subsidiaries that have strategic, economic, balance-sheet or financial significance for the Company, as set out in the Issuer’s internal procedures.
The Shareholders’ Meeting has not authorised any exceptions to the prohibition on competition provided for by article 2390 of the Civil Code.