Board of Directors

Appointed on April 26^th, 2007

The Board of Directors examines and approves policy guiding Group operations, recommendations concerning organization and corporate governance, general guidelines regarding human resources management, proposals to reorganize corporate structure, operating performance, extraordinary operations and the quarterly, half-year and annual results.

The Board of Directors consists of 11 members, 4 of whom are independent. It remains in office for three financial years until the meeting of shareholders called to approve the financial statements for 2009.

(*) CEO from June 1^st,2007

Download Board of Directors' CVs (27 KB)

Executive Committee

Appointed on 26^th April 2007

The Executive Committee was established during 2003 and it consists of Luciano Benetton, Chairman of the Board of Directors, Gerolamo Caccia Dominioni, C.E.O., Alessandro Benetton, Deputy Chairman of the Board of Directors, and Gianni Mion, Director. The meetings of the Executive Committee are attended by members of the Board of Statutory Auditors and the Chairman of the Internal Audit Committee, none of whom are entitled to vote.

The Executive Committee’s responsibilities include defining strategic, industrial, and financial plans for the Group, as proposed by the CEO – prior to be reviewed by the Board of Directors - as well as preparing the annual budgets and interim forecasts.

The Executive Committee also examines and approves particularly significant investment and disinvestment plans, the approval of financing, and the provision of guarantees, and analyzes the most significant issues relating to Company performance, to enable the Board of Directors to carry out its duties effectively.

Board of Statury Auditors

Appointed on April 24th 2008

The Board of Statutory Auditors shall check mainly compliance with the law and the by-laws, observance of the principles of correct administration, the adequacy of the company's organizational structure for matters within the scope of the board's authority, the adequacy of the internal control system and the administrative and accounting system. It consists of 3 standing members and 2 alternate ones; their term in office expires with the meeting of shareholders called to approve the financial statements for 2010. There is no auditor representing minority interests, as no related list of candidates was submitted.

Download Statutory Auditors' CVs (25 KB)

Internal Audit Committee

Appointed on 26^th April 2007

The Internal Audit Committee was established on September 12, 2001 by the Board of Directors of Benetton Group S.p.A.

The Internal Audit Committee's rules of procedure establish that this body, shall have, among other things, the following authorities:

• assisting the Board of Directors in defining guidelines for the internal control system and determining the criteria for deciding whether the risks facing the Company and its subsidiaries are compatible with sound, proper business management;
• overseeing the monitoring of the internal control system by assisting the Board of Directors in evaluating the adequacy, effectiveness and actual operation of the same;
• assessing, together with the Head of Financial Reporting and the independent auditors, the appropriateness of the accounting standards adopted and their consistency for the purposes of preparing the consolidated financial statements;
• receiving, as the point of contact for the independent auditors, information and communications regarding the consolidated financial statements concerning critical issues involving the standard or alternative accounting treatment of certain items; receiving from and transmitting to management informations and communications regarding such issues;
• assessing, with the assistance of the Head of Financial Reporting and the Head of Internal Control, the proposals put forward by independent auditing firms to obtain the audit engagement;
• monitoring the effectiveness of the independent audit process and assessing the results presented in the independent auditors' report and any management letter;
• evaluating all auditing and other services provided by the independent auditors and expressing an opinion as to their appropriateness and consistency as a necessary requirement prior to hiring them;
• assessing and verifying the independence of the independent auditors;
• adopting procedures for receiving, filing and handling complaints received by the Company from employees or others regarding accounting matters, internal accounting controls, or auditing in general, while ensuring the anonymity of any employees that file such complaints;
• receiving the annual report from the Head of Internal Control on the application of the "Organizational and Operational Model" envisaged by Italian Legislative Decree 231/2001, which has been adopted by the Company and also includes the Code of Ethics;
• evaluating whether to present the Board of Directors with recommendations for updating and/or amending the "Organizational and Operational Model" envisaged by Italian Legislative Decree 231/2001, and its method of application.

The Internal Audit Committee consists of 3 Independent Directors whose term in office will expire with the meeting of shareholders called to approve the financial statements for 2009.

Remuneration Committee

Appointed on 26^th April 2007

The Remuneration Committee was established on September 12, 2001 by the Board of Directors. It consists of 3 Independent Directors of Benetton Group S.p.A.: Robert Singer, Chairman, Giorgio Brunetti and Alfredo Malguzzi. The Remuneration Committee formulates proposals to the Board for the remuneration of the managing directors and other directors who cover particular offices, for the management of possible Stock Option Plans and for the incentives and incentive system’s aims regarding the C.E.O. and the Management.

As expressly stated in the related rules of procedure, the Remuneration Committee makes recommendations for submission to the Board of Directors, which decides without the presence of those directly concerned, who absent themselves from the meeting during the debate and voting on the resolutions in their regard.

Supervisory and Monitoring Body ex Italian Legislative Decree 231/01

The Supervisory and Monitoring Body, set up under article 6.1.b of Italian Legislative Decree 231/2001, was established on September 11, 2003 by the Board of Directors of Benetton Group S.p.A.. It consists of the Independent Director Luigi Arturo Bianchi (chairman), the Head of Internal Control, Roberto Taiariol, and the Head of Legal and Corporate Affairs Department, Andrea Pezzangora. It carried out controls on the operation and observance of the Organisational, Operational and Control Model adopted by the Company. This Model consists of the following:

• Code of Ethics;
• Organisational, Operational and Control Model – General Part;
• Organisational, Operational and Control Model – Special Part;
• List of crimes and offences;
• Rules of the Supervisory and Monitoring Body (Watchdog Body)
• Operating procedures and reporting systems;

Disclosure Committee

The Disclosure Committee plays a primarily consultative role, acting as an instrument at the disposal of the Chief Financial Officer (in charge of the Accounting, Finance and Control department) and the Chief Executive Officer in performing the controls required of them – with the associated responsibilities – regarding the correctness, with regard to current legislation, clarity, timeliness, completeness, reliability and transparency of the information being disclosed to the market.

The Disclosure Committee consists of permanent members and members explicitly invited to take part in its meetings for the purposes of discussing specific topics. The permanent members are the persons in charge of the Accounting, Finance and Control office, the Media & Communications office, the Investor Relations office, the Administrative, Tax and Corporate Services office, the Administration & Reporting office and the Corporate Affairs office.

The work of this Committee - like the entire Procedure for Corporate Information Disclosure – forms part of the "Administrative and accounting procedures for preparing statutory and consolidated financial statements and any other type of financial communication" under article 154-bis of Italy's Consolidated Law on Finance.