- Board of Directors
- Board of Statutory Auditors
- Committees
- Shareholders’ meetings
- Documents and Procedures
- Audit Firm
- Supervisory Body
- Report on Corporate Governance
- Report on the policy regarding remuneration and fees paid
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Board of Directors
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Intercos S.p.A. is governed by a Board of Directors composed of 11 members who will remain in office until approval of the separate financial statements at December 31, 2026.
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Dario Gianandrea Ferrari
Executive Chairman
(*) Executive Director
Dario Gianandrea Ferrari was born in Milan on January 4, 1943. In 1972 he started the activity of production and marketing of cosmetic products, establishing the legal entity from whose evolution the current Intercos Group derives. For over 50 years he has been at the helm of the Group he founded, as Director and now as Executive Chairman.
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Renato Semerari
CEO
(*) Executive Director
Renato Semerari was born in Busto Arsizio (Varese), on July 30, 1961. He graduated with a degree in Economics and Business from LUISS University in Rome. He began his career in 1986 in the marketing department of “Procter & Gamble”, holding over the years roles of increasing responsibility, both in Italy and abroad. In 1999 he joined the LVMH Group as Global Marketing Director of “Dior”. From 2002 to 2007, he was President and CEO of “Guerlain”, before taking on the role of President and CEO of “Sephora EMEA”. In 2009, he joined the Coty Group as President of “Coty Beauty”. In 2016, after a brief experience in the fashion industry, he joined the Intercos Group as CEO.
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Ludovica Arabella Ferrari
Director
(*) Executive Director
Ludovica Arabella Ferrari was born in Milan on May 11, 1968. She graduated with a Level Degree from Aiglon College, an undergraduate degree with a double major in Political Science and Italian Literature at Brown University, followed by a master’s degree in international economics and management at the SDA Bocconi School of Management in Milan. She began her career at “Estée Lauder Italy” in 1989, as Special Events Coordinator for the Italian Market. From 1993 to 1994, she worked for the “Estée Lauder Companies” in New York, as a Product Developer. In 1994, she joined the Intercos Group, in the role of Operational Marketing Manager U.S.A. and Strategic Marketing Manager for Asia, France and U.S.A. until 2002, and until 2012 as Corporate Marketing Director & Business Unit Process Owner. Since 2013, she has been Senior Vice President of the Business Unit Make Up and since March 2024 she holds the position of Group Chief Innovation Officer.
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Gianandrea Ferrari
Director
Gianandrea Ferrari was born in Milan on May 6, 1983. In 2005, he graduated with a degree in Economics and Business at Luigi Bocconi University in Milan. The same year, he joined the Intercos Group, where he has held the following positions: Director of the Prisma Shine and Wet Powder Business Unit, Manager of the Pencils and Delivery Systems Business Unit, Strategic Planning Analyst and Strategic Marketing Vice President EMEA. Since July 2022 he is the Chairman and Chief Executive Officer of “Intercos Europe S.p.A.” and, since 2024, he is also Chief Executive Officer of “Intercos India Private Limited”.
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Michele Scannavini
Independent Director
Michele Scannavini was born in Ferrara on April 21, 1959. In 1984, he graduated with a degree in Economics and Business at Luigi Bocconi University in Milan. From 1999 to 2002, he was CEO of the sportswear company “Fila Inc.” In 2002, he left Fila and joined the Coty group as Chairman of “Coty Prestige”, a position he held until 2012. That year, he was appointed CEO of “Coty”, a position he held until 2014. From 2016 to 2018, he was Chairman of “ICE”. Then, until January 2023 he was Chairman of “E-Novia”. Today, Michele Scannavini is Industrial Partner of “SI SGR S.p.A.”. Since 2021 he is an independent member of “Intercos S.p.A.” Board of Directors.
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Nikhil Kumar Thukral
Director
Nikhil Kumar Thukral was born in Mumbai (India) on May 6, 1971. He received a Bachelor of Science degree in Finance at the University of Illinois in 1993 and an MBA at the University of Chicago Booth School of Business in 1998. In 2004 he joined the Catterton Group, where he is a Managing Partner. Since 2014 he is a member of “Intercos S.p.A.” Board of Directors.
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Ciro Piero Cornelli
Director
Ciro Piero Cornelli was born in Milan on November 28, 1959. In 1985, he graduated with a degree in Economics and Business at Luigi Bocconi University in Milan. He is registered in the Register of Chartered Accountant and Auditors and works as a chartered accountant. He began his professional career in 1985 at Studio Valenti, Tax Offices. In December 2004, along with some professional colleagues, he founded “Studio Legale e Tributario L.C.M. – Lega Colucci Morri e Associati”(Legal and Tax Offices). From 2006 to 2015, he worked at “Studio Legale e Tributario Morri Cornelli e Associati”. From 2016, he holds the role of founding partner of Studio “Cornelli Gabelli e Associati” (Legal and Tax Offices). Since February 2017, he is a member of “Intercos S.p.A.” Board of Directors.
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Patrizia De Marchi
Independent Director
Patrizia De Marchi was born in Milan on February 28, 1960. She graduated with a degree in Italian Literature and Philosophy at Università Cattolica del Sacro Cuore in Milan in 1985. She began her professional career as a consultant for various companies and groups. From 1995 to 2003, she headed human resources at “IKEA Italia” and, subsequently, at the Prada Group. Having spent a short time with the Hay Group as Business Development Manager, from 2004 to 2010, she was Worldwide Human Resources Director for the Versace Group, and then joined the Labelux Group, where she stayed until 2013. In 2013, she went back to consulting, in the sphere of governance, human resources and management training and, since 2020, has been a consultant for the Zambon Group, where she is also an external member of the remuneration committee. Since 2021 she is an independent member of “Intercos S.p.A.” Board of Directors.
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Maria D’Agata
Director
Maria D’Agata was born in Catania on October 22, 1975. She graduated (magna cum laude) in Law from the University of Catania in January 2000 and then qualified as a lawyer in 2003 at the Milan Bar Association. At the beginning of her career, she worked as an Associate at important Notary Firms in Milan and from 2005 to 2010 as a Senior Associate at the Law Firm “NCTM – Negri, Clementi, Toffoletto, Montironi” in Milan. In 2010 she took on the role of Head of Legal and Corporate Affairs of “Europa Risorse SGR S.p.A.” and from 2011 to 2014 she was Lead Lawyer Corporate, M&A and Financing at “Siemens S.p.A.”. Since 2014 she has held the position of General Counsel of the Intercos Group and she is a member of the Board of Directors of various Italian and foreign legal entities of the Group. She is also a Member of the Supervisory Body of the Italian legal entities of the Intercos Group and she is the Group’s Head of Privacy. Since 2024, she is a non-executive member of the Board of Directors and member of the Control and Risk Committee of “Tod’s S.p.A.”. Since 2024, she is a non-executive member of “Intercos S.p.A.” Board of Directors, of which she has also been permanent secretary since 2014.
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Vincenzo Giannelli
Independent Director
Vincenzo Giannelli was born in Ferrara in 1964. He graduated (magna cum laude) in Business Administration from Bocconi University in Milan in 1988. He has held positions in “Italtel”, with international assignments in “Italtel-Siemens”. In 1998, he became Group Controller and later Chief Financial Officer of the Manuli Rubber Group. In 2001, he joined “Fiat Auto”, where he was appointed Chief Information Officer in 2004. From 2007 to 2009, he was Chief Financial Officer of “Fiat Powertrain Technologies”. In 2009-2010, he was Chief Financial Officer of “Fiat Group Automobiles”. From 2010 to 2014, he was Chief Financial Officer of the Safilo Group. From 2015 to 2019, he was Chief Executive Officer at “Iveco Defence Vehicles” and Chairman of the “Iveco-Oto Melara” Consortium. Since 2016 he is an independent director of Technogym. After working as a strategic consultant in the Digital Transformation sector, since 2020 he is Managing Director and General Manager of “Avvale S.p.A.”. Since 2024 he is an independent member of “Intercos S.p.A.” Board of Directors.
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Paola Boromei
Independent Director
Paola Boromei was born in Milan on April 11, 1976. She graduated in Organizational Psychology from the Università Cattolica del Sacro Cuore of Milan and then obtained a Master’s degree in Organization at the SDA Bocconi School of Management in Milan. From 2000 to 2011, she held executive roles at the L’Oréal Group in Human Resources, Sales and Marketing Functions, obtaining an Executive Master’s degree from Insead in 2010. From 2011 to 2013, she was Human Resources Director for the Mediterranean Region for Ernst & Young. From the end of 2013 to February 2017, she was Director of Human Resources and Organization of “Humanitas” Techint Group. From 2017 until March 2024, she was Chief Human Resources, Organization and Real Estate of “Snam”. From November 2019 until March 2024, she was a member of the Board of Directors of “Snam Rete Gas S.p.A.”. Since 2020, she has been an Independent Director and member of the Remuneration Committee of “Pirelli S.p.A.”. From 2020 to 2023, she was an Independent Director and member of the Related Parties Committee of “Grifal S.p.A.”. Since May 2024 she is Chief Human Resources Organization Officer of “Gruppo 24 ORE”. Since 2024 she is an independent member of “Intercos S.p.A.” Board of Directors.
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Board of Statutory Auditors
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The Board of Statutory Auditors of Intercos S.p.A. is composed of three standing auditors and two alternate auditors all of whom shall remain in office until approval of the separate financial statements at December 31, 2026
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Paolo Prandi
Chairman
Paolo Prandi was born in Brescia on March 23, 1961. He graduated (magna cum laude) with a degree in Economics and Business in 1985 and won a scholarship from the University of Eastern Lombardy. He has an international experience of twenty years as a consultant, manager and entrepreneur respectively in McKinsey since 1987, Pepsi Cola since 1991 and Idee Commerciali since 1996 (corporate restructuring). More recently, he started his professional career and is a professor at the University of Teramo, Chartered Accountant, Statutory Auditor, Technical Consultant at the Court of Brescia, Director, Statutory Auditor and Member of Supervisory Bodies of listed and non-listed companies. He is also member of the Disciplinary Council of the Order of Chartered Accountants of Brescia and author of several publications on business issues. Since 2024 he is Chairman of the Board of Statutory Auditors of “Intercos S.p.A.”.
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Monica Manzini
Standing Auditor
Monica Manzini was born in Bologna on September 16, 1964. She graduated with a degree in Economics and Business at the University of Bologna in December 1988. She is registered on the Register of Chartered Accountants and Auditors. Since 1988, she works at “Studio Gnudi” where she has been a partner since 2002. She has held and holds positions in several companies including “Ducati Energia S.p.A.”, “Meliconi S.p.A.”, “Gruppo La Perla S.p.A.” and “Banca FinInt S.p.A.”. Since June 2022 she is standing auditor of “Intercos S.p.A.”.
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Giovanni Rossi
Standing Auditor
Giovanni Rossi was born in Melzo (Milan) on November 24, 1974. He graduated from Università Cattolica del Sacro Cuore of Milan with a degree in Economics and Business Law. He is registered on the Register of Chartered Accountants and Auditors. He started his career in the area of insolvency proceedings as well as tax and corporate consulting. He has held and holds positions in numerous companies. Since 2006 he offers technical consulting services, business appraisals and valuations in civil and criminal proceedings as well as in national and international arbitration disputes. Since 2021 he is standing auditor of “Intercos S.p.A.”.
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Maurizio Nastri
Alternate Auditor
Maurizio Nastri was born in Mariano Comense (Como) on May 31, 1968. He received a degree in Economics and Business from Università Cattolica del Sacro Cuore of Milan. He is registered on the register of Chartered Accountants and Auditors. Since 2002, he has worked at “Studio Gnudi”, where he is also a member of the Board of Directors and a partner since 2016. He deals primarily with tax matters relating to extraordinary transactions and M&A, taxation of capital market operations, taxation of corporate groups, international taxation, VAT, tax disputes, patent boxes and valuations. He is a speaker at seminars and conferences and author of various articles and other publications on taxation. Since 2021 he is alternate auditor of “Intercos S.p.A.”.
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Daniela Savi
Alternate Auditor
Daniela Savi was born in Piacenza on January 13, 1970. She graduated in Business Administration at Bocconi University, with a specialization in “Economics of Industrial Companies”. She has been registered in the Register of Chartered Accountants since 1999 and in the Register of Auditors since 2000. She has held and holds positions as standing auditor in various companies, including listed companies. Since 2024 she is alternate auditor of “Intercos S.p.A.”.
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Committees
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CONTROL AND RISK COMMITTEE
The Board of Directors of the Company, on April 15, 2024 appointed the following as members of the Control and Risk Committee:
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Vincenzo GiannelliChairman
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Ciro Piero Giuseppe Cornelli
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Paola Boromei
The Control and Risk Committee has the task of supporting the Board of Directors, with appropriate preliminary activities, in the assessments and decisions relating to the internal control and risk management system, as well as in the activities concerning the approval of periodic financial reports.
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NOMINATION AND REMUNERATION COMMITTEE
The Board of Directors of the Company, on April 15, 2024 appointed the following as members of the Nomination and Remuneration Committee:
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Patrizia De MarchiChairman
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Ciro Piero Giuseppe Cornelli
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Michele Scannavini
The Nomination and Remuneration Committee has the task of assisting the Board of Directors in the draft of the remuneration policy, presenting proposals or expressing opinions on the remuneration of Executive Directors and other Directors who hold particular offices. The Committee assists the Board of Directors in the self-assessment of the Board and its committees, as well as in defining its optimal composition.
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RELATED PARTIES COMMITTEE
The Board of Directors of the Company, on April 15, 2024, appointed the following as members of the Related Parties Committee:
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Michele ScannaviniChairman
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Patrizia De Marchi
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Paola Boromei
The Related Parties Committee performs the functions provided for by current legislation on transactions with related parties and, in particular, it has the task of examining and expressing opinions on the adoption of rules for the transparency and substantive and procedural correctness of transactions with related parties. The Related Parties Committee formulates, where required, prior and reasoned opinions on transactions of minor and greater significance with regard to the interest of the Company and its subsidiaries in carrying out the transactions, as well as on the convenience and substantial fairness of the related conditions.
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Supervisory Body
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SUPERVISORY BODY
On April 15, 2024, the Company's Board of Directors appointed the Supervisory Body, composed of 3 members, which will remain in office until the approval of the financial statements at December 31, 2026:
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Giuseppe SchiumaChairman
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Maria D’Agata
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Francesco Cimatti
The Supervisory Body possesses all the requirements of autonomy, independence, professionalism and continuity of action required by the applicable law.
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Shareholders’ meetings
- By Laws updated on April 11, 2024
- By Laws updated on April 11, 2024 [redline]
- Minutes of the Ordinary and Extraordinary Shareholders’ Meeting on April 11, 2024
- Summary of votes
- List 2 for the appointment of the Board of Statutory Auditors of Intercos S.p.A. presented by institutional investors
- List 2 for the appointment of the Board of Directors of Intercos S.p.A. presented by institutional investors
- Resolutions proposed by the shareholders Dafe 4000 S.r.l. and Dafe 5000 S.r.l. regarding the appointment of the Board of Statutory Auditors
- List 1 for the appointment of the Board of Statutory Auditors of Intercos S.p.A. presented by the shareholders Dafe 4000 S.r.l. and Dafe 5000 S.r.l.
- Resolutions proposed by the shareholders Dafe 4000 S.r.l. and Dafe 5000 S.r.l. regarding the appointment of the Board of Directors
- List 1 for the appointment of the Board of Directors of Intercos S.p.A. presented by the shareholders Dafe 4000 S.r.l. and Dafe 5000 S.r.l.
- Notice of call of the Ordinary and Extraordinary Shareholders’ Meeting of Intercos S.p.A. on April 11, 2024
- Directors’ Explanatory Report item 1 on the Agenda on Ordinary Part
- Directors’ Explanatory Report on item 2 on the Agenda on Ordinary Part
- Directors’ Explanatory Report on item 3 on the Agenda on Ordinary Part
- Directors’ Explanatory Report on item 4 on the Agenda on Ordinary Part
- Directors’ Explanatory Report item 5 on the Agenda on Ordinary Part and Performance Shares Plan 2024-2026 Information Document
- Directors’ Explanatory Report on item 6 on the Agenda on Ordinary Part
- Directors’ Explanatory Report on item 1 on the Agenda on Extraordinary Part
- Proxy form and voting instructions to the Appointed Representative ex art. 135-undecies TUF
- Form for proxy/sub-proxy to the Appointed Representative ex art 135-novies TUF
- Minutes of the Ordinary and Extraordinary Shareholders’ Meeting on April 28, 2023
- Directors’ Explanatory Report item 1 on the Agenda on Ordinary Part
- Directors’ Explanatory Report on item 2 on the Agenda on Ordinary Part
- Directors’ Explanatory Report item 3 on the Agenda on Ordinary Part and Performance Shares Plan 2023-2025 Information Document
- Directors’ Explanatory Report on item 4 on the Agenda on Ordinary Part
- Directors’ Explanatory Report on item 1 on the Agenda on Extraordinary Part
- Proxy form and voting instructions to the Appointed Representative ex art. 135-undecies TUF
- Form for proxy/sub-proxy to the Appointed Representative ex art 135-novies TUF
- Summary of votes
- Minutes of the Ordinary and Extraordinary Shareholders’ Meeting on April 28, 2023
- Notice of call of the Ordinary Shareholders’ Meeting of Intercos S.p.A. on June 29, 2022
- Directors’ explanatory report on integration of Board of Statutory Auditors
- Proxy form and voting instructions to the Appointed Representative ex art. 135-undecies TUF
- Form for proxy/sub-proxy to the Appointed Representative ex art 135-novies TUF
- Proposed resolutions of the shareholder Dafe 4000 S.r.l. for the integration of Board of Statutory Auditors
- Summary of votes
- Minutes of the Ordinary Shareholders’ Meeting of June 29, 2022
- Minutes of the Ordinary Shareholders’ Meeting of April 29, 2022
- Summary of votes
- Notice of call of the Ordinary Shareholders’ Meeting of Intercos S.p.A. on April 29, 2022
- Directors’ explanatory report on the financial statements and on the allocation of the fiscal year profit
- Directors’ explanatory report on policy regarding remuneration and fees paid
- Proxy form and voting instructions to the Appointed Representative ex art. 135-undecies TUF
- Form for proxy/sub-proxy to the Appointed Representative ex art 135-novies TUF
Assemblea Ordinaria e Straordinaria dell’11 aprile 2024
Assemblea Ordinaria e Straordinaria del 28 aprile 2023
Assemblea Ordinaria del 29 Giugno 2022
Assemblea Ordinaria del 29 Aprile 2022
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Documents and Procedures
- Notice of termination of the Intercos’ Shareholders Agreement
- By Laws updated on April 11, 2024
- Procedure for the related-party transactions
- Extract ex art. 131 RE regarding Essential Information of Intercos Shareholders’ Agreement updated on March 4, 2024
- Essential Information of Intercos Shareholders’ Agreement updated on March 4, 2024
- Essential Information of Intercos Shareholders’ Agreement [updated April 3, 2023]
- Policy about qualitative and quantitative criteria for assessing independence requirements
- Disclosure of the parties who have applied for inclusion on the increased voting right list [updated February 20, 2023]
- Policy for managing the dialogue with Stakeholders of Intercos S.p.A.
- Notice of termination of the Dafes Shareholders' Agreement
- Essential Information of Intercos Shareholders' Agreement_updated 06_04_2022
- Essential Information of Dafes Shareholders' Agreement_updated 06_04_2022
- Disclosure of the parties who have applied for inclusion on the increased voting right list [updated April 1, 2022]
- Procedura Informazioni Privilegiate
- Procedura internal dealing
- Procedura per la tenuta, gestione e aggiornamento dei Registri Insider
- Regolamento Voto Maggiorato
- Modulo per la richiesta di iscrizione nell’elenco voto maggiorato
- Disclosure of the parties who have applied for inclusion on the increased voting right list [updated November 2, 2021]
- Regolamento Assembleare
- Estratto Patto Parasociale Intercos
- Informazioni Essenziali Patto Parasociale Intercos
- Informazioni Essenziali Patto Dafes
- Estratto Patto Dafes
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Audit Firm
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Ernst & Young S.p.A.
The ordinary shareholders’ meeting of Intercos S.p.A., on August 25, 2021, appointed the audit firm of Ernst & Young S.p.A. to audit the financial statements for nine years (2021-2029) until approval of the separate financial statements at December 31, 2029 of the Issuer.
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Report on Corporate Governance
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Report on the policy regarding remuneration and fees paid