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Board of Directors

The Board of Directors which currently holds office has been appointed by the Shareholders' Meeting held on April 24 2018 (its composition was modified on April 28, 2020). The Board will remain in office until the date of the Shareholders' Meeting called for the approval of the financial statements as at December 31, 2020.

Eugenio Razelli
Chairman

Angelo Trocchia
Chief Executive Officer


Melchert Frans Groot
non Executive Director

Ines Mazzilli
Independent, non Executive Director

Jeffrey A. Cole
non Executive Director

Robert Polet
non Executive Director

Guido Guzzetti
Independent non Executive Director

Katia Buja
Non-Executive Director

Cinzia Morelli-Verhoog
Independent, non Executive Director

Committees

Supervisory Committee

pursuant to Lgs. D.231/01

Composition
Role

Control Risk
Committee

Composition
Role

Remuneration and Nomination
Committee

Composition
Role

Transactions with Related Parties Committee

Composition
Role

Sustainability Committee

Composition
Role

The Board of Directors originally appointed a Supervisory Committee on 28 March 2006 (comprised of the Head of Internal Audit, an Independent Director and a standing statutory auditor).
The Supervisory Committee was appointed in its present composition by the Board of Directors’ meeting held on 24 April 2018 (its composition was lastly modified on May 6, 2020):

Name
Office
In office since Exec. Non Exec. Indep.
Bettina Solimando Standing Statutory Auditor - Chairman 06.05.2020   X X
Ines Mazzilli Independent
Director
26.04.2017   X X
Carlotta Boccadoro Person in charge of the Group Internal Audit function 01.06.2017      

The Supervisory Committee is responsible for the following duties and tasks, established by Legislative Decree No. 231/2001 and its subsequent amendments and integrations:

  • supervision of the observance of the organisational model (“Model”), i.e. ensuring that the behavioural models put into place by Safilo in order to achieve its corporate objective correspond to the Model and to the Worldwide Business Conduct Manual adopted;
  • verification of the effectiveness and adequacy of the Model, namely its suitability in preventing the occurrence of the offences provided for by Legislative Decree 231/2001;
  • maintenance and updating of the Model in order to align it with changes in the corporate activity and structure, also through the development and presentation of proposals to the managing body for the possible update of the Model itself through amendments and/or integrations;
  • informing the Board of Directors of violations of any breaches to the Model which could lead to charges of responsibility against the Company so the Board can take the appropriate measures, and any violations in the principles contained in the Worldwide Business Conduct

The Control and Risk Committee was established with the resolution of the Board of Directors on 14 September 2005.

The Control Risk Committee was appointed in its present composition by the Board of Directors’ meeting held on 24 April 2018:

Name
Office
In office since Exec. Non Exec. Indep.
Ines Mazzilli Chairman 26.04.2017   X X
Guido Guzzetti Member 26.04.2017   X X
Melchert Frans Groot Member 29.04.2014   X  

The Control and Risk Committee, in compliance with the recommendations of the Corporate Governance Code for Listed Companies, in the version in force from time to time, has the duty to support the Board of Directors, with preliminary, proposing and consultative functions, in the evaluations and the decisions relating to the internal control and risk management system and the approval of the periodical financial and non-financial reports.

The Remuneration Committee (at present Remuneration and Nomination Committee) was established with the resolution of the Board of Directors on 14 September 2005.

The Remuneration and Nomination Committee was appointed in its present composition by the Board of Directors meeting held on 24 April 2018 (its composition was lastly modified on May 6, 2020):

Name
Office
In office since Exec. Non Exec. Indep.
Cinzia Morelli-Verhoog Chairman 24.04.2018   X X
Guido Guzzetti Member 06.05.2020   X X
Jeffrey Alan Cole Member 29.03.2010   X  

The Remuneration and Nomination Committee supports the evaluations and resolutions of the Board of Directors, with preliminary, propositional and consultative functions, with reference to both the remuneration and nomination themes, in compliance with the recommendations of the Corporate Governance Code for Listed Companies, in the version in force from time to time.

With reference to the Transactions with related parties, following the standard practice of the listed companies, the Company has deemed appropriate to establish a specific committee, established through resolution by the Board of Directors on 1 August 2013, named “Transactions with Related Parties Committee”.

From 05 November 2010 to 01 August 2013, the consultative tasks related to Transactions with Related Parties were entrusted to the then named Internal Control Committee (now Control Risk and Sustainability Committee).

The Transactions with Related Parties Committee was appointed in its present composition by the Board of Directors held on 24 April 2018 (its composition was lastly modified on May 6, 2020):

Name
Office
In office since Exec. Non Exec. Indep.
Ines Mazzilli Chairman 26.04.2017   X X
Cinzia Morelli-Verhoog Member 06.05.2020   X X
Guido Guzzetti Member 27.04.2015   X X

The Committee performs the functions assigned to it by the Regulations for Transactions with Related Parties, adopted by the Company in compliance with the provisions of CONSOB Regulation no. 17221 of March 12, 2010, as subsequently amended, containing provisions regarding transactions with related parties.

In particular, the Committee’s main duty is to express specific reasoned opinions on the interest of Safilo – as well as of the companies involved from time to time directly or indirectly controlled by the same – in Transactions with Related Parties, of Greater and of Lesser Importance, expressing its opinion, based on timely and adequate information flows, on the convenience and substantial correctness of the related terms and conditions.

The Sustainability Committee was established with the resolution of the Board of Directors on 15 December 2020.

The Sustainability Committee was appointed in its present composition by the Board of Directors meeting held on the same date and includes members of the Board of Directors of the Company and managers of the Group:

Name
Office
In office since
Eugenio Razelli
Non exec. Director
Chairman 01.01.2021
Angelo Trocchia
Ex. Director
Member 01.01.2021
Katia Buja
Non exec. Director
Member 01.01.2021
Vladimiro Baldin
Chief Licensed Brand and Global Product Officer
Member 01.01.2021
Fabio Roppoli
Chief Product Supply Officer
Member 01.01.2021
Marco Cella
Senior Director Group Accounting
Member 01.01.2021

The Sustainability Committee, in compliance with the recommendations of the Corporate Governance Code for Listed Companies has the duty to support the Board of Directors, with preliminary, proposing and consultative functions, in the evaluations and the decisions relating to the pursuit of the Group’s sustainable success.


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