In order to implement the application criteria set out in the Corporate Governance Code, YOOX has defined and adopted appropriate procedures for significant transactions and related party transactions. These procedures are designed to provide Directors with complete and comprehensive information on these types of transactions.
On 10 November 2010, after noting the positive opinion of the Control and Risk Committee appointed for this purpose, the Board of Directors unanimously approved the procedure for transactions with related parties adopted pursuant to the Related Parties Regulation. On 5 March 2014, in accordance with paragraph 6.1 of Consob communication 10078683 of 24 September 2010, the Board of Directors, having noted the positive opinion of the Related Parties Committee, confirmed the Related Parties Procedure.
The Related Parties Committee was originally created by resolution of the Board of Directors of 10 November 2010. Its current composition was formed by resolution of the Board of Directors of 30 April 2015.
The current Related Parties Committee comprises the following 3 non-executive Directors, all of whom are independent:
|Name and surname||Role|
|Catherine Gérardin Vautrin||Independent Director and Chairman|
|Robert Kunze-Concewitz||Independent Director|
|Alessandro Foti||Independent Director|
Functions attributed to the Related Parties Committee
The Related Parties Committee is responsible for undertaking all the activities required by the Procedure on related parties transactions. This procedure was approved by the Board of Directors to implement the “Related Parties Transactions” Regulation adopted by Consob by resolution 17221 of 12 March 2010 (amended by subsequent resolution 17389 of 23 June 2010). Specifically, the Related Parties Committee is responsible for issuing non-binding reasoned opinions on the Company’s interests in carrying out transactions with related parties and on the substantive propriety and correctness of the related conditions prior to the approval and/or execution of such transactions.
The meetings of the Related Parties Committee are duly minuted.