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Governance

Corporate governance is the set of legal and technical rules to safeguard the various stakeholders of the Intercos Group, such as shareholders, management, customers, suppliers, investors and lenders. Integrity, transparency and responsibility are the principles that guide the management of the Intercos Group and its corporate governance system, shaped by the recommendations of the Corporate Governance Code adopted by the Corporate Governance Committee and the regulatory provisions that govern Italian listed corporations.

  • 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

  • Board of Directors

    • 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, 2023.

    • Dario Gianandrea Ferrari

      Executive Chairman

      (*) Executive Director

      Dario Gianandrea Ferrari was born in Milan on January 4, 1943. After graduating from Leonardo da Vinci scientific high school in Milan in 1961, he studied chemical engineering. In 1972, he began manufacturing and marketing cosmetic products and founded the company B.B.C. S.r.l., from which the Intercos Group later derived. He has held many positions and filled various managerial roles in the numerous companies belonging to the Group. Dario Gianandrea Ferrari was born in Milan on January 4, 1943. After graduating from Leonardo da Vinci scientific high school in Milan in 1961, he studied chemical engineering. In 1972, he began manufacturing and marketing cosmetic products and founded the company B.B.C. S.r.l., from which the Intercos Group later derived. He has held many positions and filled various managerial roles in the numerous companies belonging to the Group.

    • 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. In 1986, he began his career at Procter & Gamble, where he worked in roles of increasing responsibility in the marketing department, in Italy and abroad. In 1999, he joined the LVMH group as Global Marketing Director of Dior. In 2002, LVMH appointed him Chairman and CEO of Guerlain, a position he held until 2007. The same year, LVMH appointed him Chairman and CEO of Sephora EMEA, a position he held for two years. In 2009, he left the LVMH group for the Coty group as Chairman of Coty Beauty, a position he held until 2015. That same year, he left Coty for a brief experience in the fashion industry and then, in 2016, joined the Intercos Group.

    • 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. In 1993 and 1994, she worked for the Estée Lauder Companies in New York as Product Developer. In 1994, she joined Intercos S.p.A. in the role of Operational Marketing Manager U.S.A. and Strategic Marketing Manager in Asia, France and the United States until 2002. She was Corporate Marketing Director & Business Unit Process Owner from 2003 to 2012 and, since 2013, has been Senior Vice President of the Make-Up Business Unit.

    • 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. Gianandrea Ferrari is also the CEO of the subsidiary Intercos Concept S.r.l.

    • 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. Today, Michele Scannavini is Chairman of E-novia.

    • 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. In 2014 he joined the Intercos Group as a member of the Board of Directors.

    • 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 L.C.M. – Lega Colucci Morri e Associati, Legal and Tax Offices. From 2006 to 2015, he worked professionally at Studio Morri Cornelli e Associati, Legal and Tax Offices. In 2007, he joined the Intercos Group, where he was a non-executive director until 2014. From 2016, he holds the role of founding partner of Studio Cornelli Gabelli e Associati, Legal and Tax Offices. Since February 2017, he has also been a non-executive director of the Intercos Group.

    • Nikhil Srinivasan

      Independent Director - Lead Independent Director

      Nikhil Srinivasan was born in Delhi on February 14, 1968. In 1991, he received a Bachelor of Arts degree at Cambridge University and, in 1993, a master’s degree in History at Harvard University. From 2013 to 2017, he was CIO and a member of the Group Management Committee at the company Generali. In 2016, he joined Partner RE, where he was a director from 2016 to 2018 and, from 2018, CIO.

    • Ginevra Ott

      Director

      Ginevra Ott was born in Pisa on December 9, 1980. She graduated with a degree in Law at the Università degli Studi di Genoa in 2004. The same year she joined Studio Morri e Associati, Legal and Tax Offices, (later Studio Morri Cornelli e Associati, Legal and Tax Offices). Since 2016 she has been a partner at Studio Cornelli Gabelli e Associati. Legal and Tax Offices.

    • 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. The same year, 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.

    • Maggie Fanari

      Director

      Maggie Fanari was born in Edmonton (Canada) on July 16, 1979. In 2001, she graduated with a Bachelor of Business Administration degree from York University, Ontario, Schulich School of Business. She is qualified as a Chartered Accountant, Certified Public Accountant and Chartered Financial Analyst. She began her professional career in 2001 at KPMG. In 2005, she left KPMG for Scotia Capital. Since 2006, she has worked for the Ontario Teachers’ Pension Plan, where she is currently a managing director and Co-Head of the Department of High Conviction Equities.

  • Board of Statutory Auditors

    • The Board of Statutory Auditors 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, 2023.

    • Matteo Tamburini

      Chairman

      Matteo Tamburini was born in Bologna on January 5, 1957. He graduated with a degree in Economics and Business at the University of Bologna in December 1980. He is registered in the Register of Chartered Accounts and Auditors. He has held and holds corporate positions in numerous companies, including Ducati Motor Holding S.p.A., Risanamento S.p.A., Ferretti S.p.A. and Manifatture Sigaro Toscano S.p.A.

    • 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 in her profession at Studio Gnudi where she has been a partner since 2002. She has held and holds positions in numerous companies including Ducati Energia S.p.A., Meliconi S.p.A., Gruppo La Perla S.p.A. and Banca FinInt S.p.A.

    • 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 arbitration disputes, also international.

    • 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 and also attended the Master in Taxation at the Business School of “Il Sole 24 Ore”. 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 the subject of taxation.

    • Francesca Pischedda

      Alternate Auditor

      Francesca Pischedda was born in Bologna on October 8, 1975. She graduated with a degree in Economics and Business at the University of Bologna in July 1999. She is registered on the Register of Chartered Accountants and Auditors. She has been working at Studio Gnudi since 2001. She has held and holds currently positions in several companies.

  • Committees

    • CONTROL AND RISK COMMITTEE

      The Board of Directors of the Company, on July 20, 2021, appointed the following as members of the Control and Risk Committee:

      • Nikhil SrinivasanChairman

      • Michele Scannavini

      • Ciro Piero Cornelli

      The Control and Risk Committee has the task of supporting the Board of Directors, after adequate preliminary work, in evaluations and decisions relating to the system of internal control and risk management, as well as in those concerning approval of periodic financial reports.

    • NOMINATION AND REMUNERATION COMMITTEE

      The Board of Directors of the Company, on July 20, 2021, appointed the following as members of the Nomination and Remuneration Committee:

      • Patrizia De MarchiChairman

      • Ciro Piero Cornelli

      • Michele Scannavini

      The Nomination and Remuneration Committee has access to corporate information and to the corporate functions necessary to carry out its responsibilities and may avail itself, within the limits established by the Board of Directors, of outside consultants.

    • RELATED PARTIES COMMITTEE

      The Board of Directors of the Company, on July 20, 2021, appointed the following as members of the Related Parties Committee:

      • Michele ScannaviniChairman

      • Patrizia De Marchi

      • Nikhil Srinivasan

      The Related Parties Committee carries out the functions established by the existing regulation on transactions with related parties and, in particular, has the task of (i) examining and expressing an opinion on the adoption of the rules for transparency and the substantive and procedural fairness of transactions with related parties entered into by the Company and its subsidiaries and those in which a director holds an interest on his behalf or on behalf of a third party, in order to ensure compliance with the principles of transparency and of substantive and procedural fairness; (ii) expressing, where required, preliminary and reasoned opinions on transactions of lesser or greater importance and exempt transactions regarding the interest of the Company and its subsidiaries in completing the transactions, as well as the benefit and the substantive fairness of the relative conditions.

  • Supervisory Body

  • Shareholders’ meetings

  • Documents and Procedures

  • Audit Firm

    • 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.

  • Report on Corporate Governance

  • Report on the policy regarding remuneration and fees paid