board committees

All major decisions are made by the Board; however, the Board has established four committees to enable it to handle certain matters in more depth: the Audit Committee, the Nomination Committee, the Remuneration Committee and the Sustainability Committee.

Each Committee is chaired by, and made of, a majority of Independent Non-Executive Directors.

The majority of directors serving on Nomination, Remuneration and Sustainability committees and all directors serving the Audit committee must be independent, as determined by the Board in accordance with these governance guidelines and as required by applicable law and regulation.

AUDIT COMMITTEE

The Audit Commitee advises and makes recommendations to the full Board on financial statements and reports, to ensure the Company’s accounting methods are appropriate and reliable. It also checks the adequacy and effectiveness of the internal control and risk management system.

The Audit Committee recommends the appointment of the Company’s external audit firm and assesses its independence.

YOËL ZAOUI
CHAIRMAN
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Yoël Zaoui

Yoël Zaoui was appointed an Independent Non-Executive Director in May 2021. He is a co-founder of Zaoui & Co., which was established in 2013, to advise select clients on mergers, acquisitions and other strategic and financial transactions. Mr. Zaoui began his investment-banking career at Goldman Sachs in 1988, and, over a 24-year career was responsible for some of Europe’s largest and more defining corporate transactions.

Mr. Zaoui was educated in France and the US; he obtained a diploma from the Ecole des Hautes Etudes Commerciales (HEC, 1982), a DEA doctoral degree in Finance from Université Paris-Dauphine (1983) and an MBA from Stanford University (1988). Mr. Zaoui continues to be actively involved with his alma maters, serving as a member of the Cercle des Grands Donateurs de la Fondation HEC. His Majesty the King of Morocco Mohamed VI of the Order of Wissam has decorated Mr. Zaoui.

 

Marina Sylvia Caprotti
INDEPENDENT NON-EXECUTIVE DIRECTOR
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Marina Sylvia Caprotti

Marina Sylvia Caprotti was appointed an Independent Non-Executive Director in May 2021. She has been Executive Chairperson of Esselunga S.p.A., one of the leaders in the large-scale distribution in Italy, since 2019. Prior to this, she was a member of Esselunga Board of Directors from June 1998 and Vice President from 2016 to 2019. She is currently a Director on the Board of Fondazione Accademia Teatro alla Scala of Milan. Ms. Caprotti obtained a Law degree from Università Cattolica del Sacro Cuore in Milan in 2004.

 

MAURIZIO CEREDA
INDEPENDENT NON-EXECUTIVE DIRECTOR
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Maurizio Cereda

Maurizio Cereda was first appointed an Independent Non-Executive Director in April 2018 and was most recently re-elected in May 2021. Prior to this, he served as Non-Executive Director from 2016 to 2018. Mr. Cereda’s practice focuses on providing consultancy services to entrepreneurs, family offices, companies, and financial institutions. Mr. Cereda worked at Mediobanca S.p.A. for fifteen years, until his appointment as Deputy General Manager and Head of Corporate Finance. Since 2015, he has been a founding partner and board member of FIEE (Fondo Italiano per l’Efficienza Energetica) Sgr S.p.A.
Mr. Cereda obtained a degree in business economics from Bocconi University in 1989.

 

NOMINATION COMMITTEE

The Nomination Committee advises and makes recommendations to the full Board on the composition of the Board and the appointment of Directors. It also assesses the independence of the Directors on the basis of the criteria set by the Code of Corporate Governance of the Hong Kong Stock Exchange.

MAURIZIO CEREDA
CHAIRMAN
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Maurizio Cereda

Maurizio Cereda was first appointed an Independent Non-Executive Director in April 2018 and was most recently re-elected in May 2021. Prior to this, he served as Non-Executive Director from 2016 to 2018. Mr. Cereda’s practice focuses on providing consultancy services to entrepreneurs, family offices, companies, and financial institutions. Mr. Cereda worked at Mediobanca S.p.A. for fifteen years, until his appointment as Deputy General Manager and Head of Corporate Finance. Since 2015, he has been a founding partner and board member of FIEE (Fondo Italiano per l’Efficienza Energetica) Sgr S.p.A.
Mr. Cereda obtained a degree in business economics from Bocconi University in 1989.

 

Lorenzo Bertelli
EXECUTIVE DIRECTOR
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Lorenzo Bertelli

Lorenzo Bertelli joined the Board of Directors as Executive Director in May 2021. Mr. Bertelli has been Group Marketing Director since 2019 and, from 2020, has been appointed Group’s Head of Corporate Social Responsibility. He is responsible, on one side, for the Group’s Marketing and Communication strategy and, on the other, for the Group’s overall approach to sustainability strategy and initiatives.
He joined the Group in 2017 as Head of Digital Communication. Mr. Bertelli has also been Director of Prada Holding S.p.A. since 2015.
Lorenzo Bertelli obtained a degree in Philosophy at San Raffaele University in Milan in 2008.

 

Marina Sylvia Caprotti
INDEPENDENT NON-EXECUTIVE DIRECTOR
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Marina Sylvia Caprotti

Marina Sylvia Caprotti was appointed an Independent Non-Executive Director in May 2021. She has been Executive Chairperson of Esselunga S.p.A., one of the leaders in the large-scale distribution in Italy, since 2019. Prior to this, she was a member of Esselunga Board of Directors from June 1998 and Vice President from 2016 to 2019. She is currently a Director on the Board of Fondazione Accademia Teatro alla Scala of Milan. Ms. Caprotti obtained a Law degree from Università Cattolica del Sacro Cuore in Milan in 2004.

 

REMUNERATION COMMITTEE

The Remuneration Committee advises and makes recommendations to the full Board on the remuneration of the Company’s Directors and Executives.

Marina Sylvia Caprotti
CHAIRWOMAN
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Marina Sylvia Caprotti

Marina Sylvia Caprotti was appointed an Independent Non-Executive Director in May 2021. She has been Executive Chairperson of Esselunga S.p.A., one of the leaders in the large-scale distribution in Italy, since 2019. Prior to this, she was a member of Esselunga Board of Directors from June 1998 and Vice President from 2016 to 2019. She is currently a Director on the Board of Fondazione Accademia Teatro alla Scala of Milan. Ms. Caprotti obtained a Law degree from Università Cattolica del Sacro Cuore in Milan in 2004.

 

Paolo Zannoni
EXECUTIVE DIRECTOR
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Paolo Zannoni

Paolo Zannoni was appointed Chairman of the Board of Directors in May 2021. He has been an international advisor at Goldman Sachs since 2019, covering Italy and the rest of Europe. He served as Chairman of the Italian energy and telecommunications company Prysmian Group from 2005 to 2012. Prior to this, Mr. Zannoni worked at Goldman Sachs for many years, where he significantly enhanced its investment banking franchise in Italy. Before joining Goldman Sachs, Mr. Zannoni was Vice President at Fiat S.p.A. and a lecturer at Yale University. He continues to be an executive fellow at the Yale School of Management, an advisory board member of the International Centre for Finance (ICF) and a board member of the Jackson Institute for Global Affairs. Mr. Zannoni has an MA and an MPhil in Political Science from Yale University. He also has a BA from the University of Bologna.

 

YOËL ZAOUI
INDEPENDENT NON-EXECUTIVE DIRECTOR
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Yoël Zaoui

Yoël Zaoui was appointed an Independent Non-Executive Director in May 2021. He is a co-founder of Zaoui & Co., which was established in 2013, to advise select clients on mergers, acquisitions and other strategic and financial transactions. Mr. Zaoui began his investment-banking career at Goldman Sachs in 1988, and, over a 24-year career was responsible for some of Europe’s largest and more defining corporate transactions.

Mr. Zaoui was educated in France and the US; he obtained a diploma from the Ecole des Hautes Etudes Commerciales (HEC, 1982), a DEA doctoral degree in Finance from Université Paris-Dauphine (1983) and an MBA from Stanford University (1988). Mr. Zaoui continues to be actively involved with his alma maters, serving as a member of the Cercle des Grands Donateurs de la Fondation HEC. His Majesty the King of Morocco Mohamed VI of the Order of Wissam has decorated Mr. Zaoui.

 

SUSTAINABILITY COMMITTEE 

The Sustainability Committee supports the Board of Directors with proposing and advisory functions on sustainability-related issues, overseeing the Company’s commitment to sustainable development along the value chain.
It supports the Board defining strategic sustainability guidelines and the relevant policy, as well as drafting and reviewing the non-financial reports, including the Annual Sustainability Report, and all communications concerning sustainability to be submitted to the Board of Directors for approval.

Pamela Yvonne Culpepper
Chairwomen
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Pamela Culpepper

Pamela Culpepper is co-founder of Have Her Back, LLC., a female-owned, female led culture consultancy focused on advancing equity for all. Ms. Culpepper was the Chief Human Resources Officer at Cboe Global Markets, Inc., one of the world’s largest exchange holding companies. As a veteran HR executive, Ms. Culpepper has over 25 years of experience. She joined Cboe from Golin, where she was the company’s Chief People Officer.  For more than 14 years prior, she held various leadership roles with PepsiCo, Inc., including Chief Global Diversity and Inclusion Officer, Vice President Human Resources for Quaker Foods and Snacks; Vice President Human Resources for PepsiCo’s Beverages Supply Chain; and Vice President Talent Management and Diversity for Quaker, Tropicana and Gatorade. Before PepsiCo, Ms. Culpepper held progressive roles with McKesson Corporation, Clorox and Wells Fargo. Ms. Culpepper has a BA in Psychology from the University of Arkansas at Little Rock and a Master of Public Administration in Organizational Change from California State University, Eastbay.

Anna Maria Rugarli
Independent Non-Executive Director
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Anna Maria Rugarli

Anna Maria Rugarli is a Sustainability & CSR expert with more than twenty years of experience in designing innovative programs and in developing sustainability strategies. Ms. Rugarli initiated and launched Nike’s Sustainability & CSR programs in Europe, Middle East & Africa and was with the company for 12 years, pioneering this work at industry level. She then led VF’s Circular Economy strategy at global level as well as Sustainability, Purpose, and D,E&I strategy at regional level for 10 years. Ms. Rugarli matured in depth understanding and knowledge of social, environmental and supply chain issues in the sporting goods, outdoor, apparel and footwear industries. She is currently holding the Corporate Sustainability Vice President position at Japan Tobacco International. She graduated in Political Sciences and is a certified broker in Cross-Sector Partnerships at Cambridge University.

Lorenzo Bertelli
Executive Director
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Lorenzo Bertelli

Lorenzo Bertelli joined the Board of Directors as Executive Director in May 2021. Mr. Bertelli has been Group Marketing Director since 2019 and, from 2020, has been appointed Group’s Head of Corporate Social Responsibility. He is responsible, on one side, for the Group’s Marketing and Communication strategy and, on the other, for the Group’s overall approach to sustainability strategy and initiatives.
He joined the Group in 2017 as Head of Digital Communication. Mr. Bertelli has also been Director of Prada Holding S.p.A. since 2015.
Lorenzo Bertelli obtained a degree in Philosophy at San Raffaele University in Milan in 2008.

Lorenzo Bertelli ha conseguito una laurea in Filosofia presso l’Università San Raffaele di Milano nel 2008.

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