The statutory auditors currently appointed were elected by the Meeting of 30 April 2015, whose resolution shall remain valid until the financial statements as of 31 December 2017 are approved.
Marco Maria Fumagalli – Chairman
Marco Maria Fumagalli graduated in Economics and Commerce with a first (110/110) from Milan’s Università Cattolica del Sacro Cuore. After several years in the Accounting and Finance departments of multinational corporations, from 1993 to 2002, he was a manager of the Italian Securities and Exchange Commission (Consob) in charge of listed companies’ filings supervision. From 2002 to 2015, he worked at Centrobanca S.p.A. as Head of Capital Markets. Since 1993, Mr. Fumagalli has been a member of the Institute of Chartered Accountants and in 1995, joined the Register of Legal Auditors. He has lectured on Financial Market Techniques at Carlo Cattaneo LIUC University in Castellanza since 2003. Mr. Fumagalli has been Chairman of the Board of Statutory Auditors of YOOX S.p.A. since April 2015.
Patrizia Arienti – Primary Auditor
Patrizia Arienti graduated in Economics and Commerce from Milan’s Università Cattolica del Sacro Cuore. She began her professional career as an auditor in 1985 at Deloitte & Touche S.p.A., where she worked in several listed companies and multinationals. She became partner in 1995. In 2009, she became a member of the Executive Committee and Director in charge of auditing services for Lombardy. Since September 2011, she has been a member of the Board of Directors of Deloitte & Touche S.p.A.. In October 2013, Ms. Arienti was nominated Italian and EMEA Fashion & Luxury Leader for the Deloitte Touche Tohmatsu network. She joined the Institute of Chartered Accountants in 1988 and the Register of Auditors in 1995. Ms. Arienti has been a Primary Statutory Auditor of YOOX S.p.A. since April 2012.
Giovanni Naccarato – Primary Auditor
Giovanni Naccarato graduated in Economics from Rome’s Sapienza University. Since 1998, he has collaborated with Enrico Laghi, Professor of Business Administration at Sapienza University, consulting on: valuation models and business plans; management of merger and acquisition processes; value estimates of companies; company branches and intangible assets; fairness-opinions on economic valuation; share exchange values; purchase/sale price of companies and intangible assets; advice on aspects related to company and consolidated balance sheets. He has been a member of the Institute of Chartered Accountants since 1996, a member of the Register of Auditors since 1999 and Consultant for the Court of Rome since 2005. Mr. Naccarato has been Primary Statutory Auditor of YOOX S.p.A. since April 2015.
Nicoletta Maria Colombo – Alternate Auditor
Nicoletta Maria Colombo graduated in Business Administration from Milan’s Luigi Bocconi University. Ms. Colombo has been a member of the Institute of Chartered Accountants since 1993 and a member of the Register of Auditors since 1999. In 1992, she began her professional career at Studio Dovera in Milan. From 1999 to 2001, she was a Partner at Tonolo & Partners in Milan and between 2001 and 2004 was a Director at Professionisti Associati, linked to the Deloitte Touche Tohmatsu international network. Since 2004, she has been a Partner at TCFCT – Studio Associato Consulenza Societaria e Tributaria in Milan, focusing primarily on Corporate and Tax Consultancy. Ms. Colombo has been an Alternate Statutory Auditor of YOOX S.p.A. since April 2015.
Andrea Bonechi – Alternate Auditor
Andrea Bonechi graduated in Business Administration from Florence’s University. In 1994, he began his professional career and since 2002 he has been a Partner at Studio Michelotti, Bonechi e Associati. In 2011, this firm became an associate of ACB GROUP S.p.A, an integrated firm of Professional Chartered Accountants and Lawyers. Since 1995, Mr. Bonechi has been an assistant lecturer in Commercial Law, as well as for postgraduate courses in Sport Law and Economics and Management of Cooperative Companies. From 2008 to 2012, he was elected as a Council Member of the Consiglio Nazionale dei Dottori Commercialisti e degli Esperti Contabili and from 2012 to 2014, of the Board of the United Committee of Professions. Mr. Bonechi has been a Primary Statutory Auditor of YOOX S.p.A. since April 2015.
Nomination and Activities of Board of Statutory Auditors
Nomination of Board of Statutory Auditors
Pursuant to Art. 26 of the Bylaws, the Board of Statutory Auditors is comprised of three standing Statutory Auditors and two substitute Statutory Auditors, preserving gender equality; terms of office last three fiscal years, until the date of the Meeting that is called to approve the Financial Statements relating to the most recent fiscal year under their responsibility, and officers may be reelected.
Art. 26 of the Bylaws establishes that the appointment of the Board of Statutory Auditors occurs via the Meeting based on the lists presented by the Shareholders, as provided for by the specific Bylaws and by the current legislation. The minority group – which is not even an indirect party to the relevant related reports, not even directly, pursuant to Art. 148, Subsection 2 of Legislative Decree 58/1998 and the related regulatory standards – is reserved the right to elect one effective Statutory Auditor, responsible for the Board Presidency, and one substitute Statutory Auditor.
Shareholders who, at the time of submitting the list, are owners, individually or in conjunction with other presenting shareholders, of an equity interest that is equal to at least the amount determined by Consob pursuant to Article 147-ter, Subsection 1, Legislative Decree 58/1998, and in conformity with the terms of the Issuer’s Regulations approved via Resolution No. 11971 of 14 May 1999 and subsequent amendments, may present a list to appoint members of the Board of Statutory Auditors.
The lists are filed at the registered office, under the terms and conditions provided for by the legislation, including current pro tempore regulations, at least 25 days prior to the one provided for the Meeting called upon to resolve on the appointment of the Statutory Auditors. Furthermore, the lists must be made available to the public by the Company at least 21 days prior to the date of the Meeting, according to the terms and conditions prescribed by the current legislation. In the event that, at the expiration date of the term for presenting lists, a single list have been filed, or if there are only lists that have been presented by shareholders who are related to one another pursuant to the terms of the applicable provisions, lists may be presented up to the third day after this date. In that case, the aforementioned limits provided for presenting the lists are reduced by half.
The lists must contain the names of one or more candidate for the office of standing Statutory Auditor and one or more candidate for the office of substitute Statutory Auditor.
The lists which, considering both the “standing” and “substitute” sections, contain a number of candidates which are equal or greater than three must ensure the attendance, in each of the two sections, of both genders, such that the candidates of the lesser represented gender are at least, for the first mandate subsequent to the year Law 120/2011 took effect, 1/5 of the total, while in the two subsequent mandates, they must be at least 1/3 of the total, rounding off, in the case of a fraction, to the higher unit. The names of the candidates are countersigned in each section (section on standing Statutory Auditors, section on substitute Standing Auditors) by a progressive number and must nevertheless have a number not to exceed the members of the body to be elected.
The lists also contain, including as an appendix:
- information relating to the identity of the shareholders that presented them, indicating the percent equity interest held overall; ownership of the equity interest held overall and affirmed, including subsequent to filing the lists, within the terms and conditions provided for by the legislation, including current pro temporare regulations;
- declaration of shareholders other than those who hold, including collectively, a controlling or majority stake, attesting to the lack of affiliation provided for by Art. 144-quinquies of the Issuer’s Regulations with the latter;
- thorough information on the personal and professional characteristics of the candidates, as well as a declaration of the same candidates, attesting to possession of the requirements provided for by law, and acceptance of the candidacy, along with the list of management and control duties of said parties which are performed at other companies;
- any other subsequent or different declaration, information and/or document provided for by the applicable regulatory standards and by law.
Activities of Board of Statutory Auditors
Pursuant to Art. 27 of the Bylaws, the Board of Statutory Auditors performs the duties assigned to it by law or by other applicable regulatory provisions, and therefore monitors:
- observance of the law and bylaws,
- compliance with the principles of proper management;
- adequacy of the organizational, administrative and accounting structure adopted by the company for its specific operation and
- throughout the period for accepting shares of the Company for trading on a regulated Italian market, having furthermore exercised any other duty or power provided by the special laws; particularly with reference to the information due to the same for that duty, the obligation of the Managers to refer to Art. 150 of the TUF [Consolidated Finance Act] on a quarterly basis.