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 and Risk 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 and Risk committee must be independent, as determined by the Board in accordance with these governance guidelines and as required by applicable law and regulation.

AUDIT AND RISK COMMITTEE

The Audit and Risk Committee 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 and Risk 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 elected as Independent Non-Executive Director by the Shareholders' Meeting on April 24, 2024. On the same date, the Company’s Board appointed him as Lead Independent Director. He joined the Board of the Company as Independent Non-Executive Director on May 27, 2021. He is a co-founder of Zaoui & Co., a firm established in 2013 to advise select clients on mergers, acquisitions, and other strategic and financial transactions, as well as major investment decisions. Mr. Zaoui began his investment banking career at Goldman Sachs in 1988, and, over a 24-year career at Goldman Sachs, was responsible for some of Europe’s largest and most significant corporate transactions during a period of unprecedented growth. Mr. Zaoui was the first European investment banker to have joined Goldman Sachs’s top governing body, the management committee, a position he held from 2008 until his retirement in 2012. Prior to Goldman Sachs, Mr. Zaoui worked at Arthur Andersen in Paris (1983 - 1986). 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 Universite 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. Mr. Zaoui was conferred with the Order of Muhammad by His Majesty the King of Morocco Mohamed VI. Mr. Zaoui is the Chairman of the Audit and Risk Committee and a member of the Remuneration Committee. Mr. Zaoui is not and has not been a director of any other listed companies in Hong Kong or abroad in the past three years.

Cristiana Ruella
Independent Non-Executive Director
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Cristiana Ruella

Cristiana Ruella was elected as Independent Non-Executive Director by the Shareholders’ Meeting on April 24, 2024. Ms. Ruella is currently an industrial partner of the investment company FSI SGR S.p.A., and a member of the Board of Directors of Missoni S.p.A.. She is also the Chief Executive Officer of TFC S.r.l. and of Holding Exor S.r.l. since October 2021. From July 1991 to August 2017, she was the Managing Director of Dolce & Gabbana Group. From 1985 to 1989 Ms. Ruella worked at ICR (Istituto di Revisione e Certificazione). She was a member of the Advisory Board of the Italian investment fund DGPA & Co and, from 2003 to 2005, of the Advisory Board of SDA Bocconi University. Cristiana Ruella is also actively committed in the VIDAS Foundation, where she is a member of the Board of Directors and the Treasurer. Ms. Ruella earned a MA Economics and Finance from Cattolica University of Milan. Ms. Ruella is the Chairwoman of the Nomination Committee and a member of the Audit and Risk Committee. Ms. Ruella is not and has not been a director of any other listed companies in Hong Kong or abroad in the past three years.

Anna Maria Rugarli
Independent Non-Executive Director
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Anna Maria Rugarli

Anna Maria Rugarli was elected as Independent Non-Executive Director by the Shareholders’ Meeting on April 24, 2024. She  joined the Company’s Board as Independent Non-Executive Director on January 28, 2022. Ms. Rugarli is the Corporate Sustainability Vice President of Japan Tobacco International, where she is responsible for developing business-integrated strategy at a global level. Ms. Rugarli has been appointed as an Independent Non-Executive Director and the Chair of the ESG Committee at ASOS plc, a company listed on the London Stock Exchange, on 26 June 2023. Ms. Rugarli is a Sustainability & CSR expert with more than twenty years’ experience specializing in designing innovative programs and in developing strategies. She initiated and launched Nike’s Sustainability & CSR programs in Europe, the Middle East & Africa regions and was with the company for 12 years pioneering this work at industry level. Ms. Rugarli then led VF Corporation’s Circular Economy strategy at global level as well as Sustainability, Purpose, and I&D strategy at regional level for 10 years. During this time, she managed broad networks of stakeholders and cross-sector partners and led Sustainability & CSR programs integration across the business. While at VF Corporation she was a Board member and then President of European Outdoor Conservation Association for a total of seven years. Since February 2022 Ms. Rugarli has been a board member of JT International S.A.. Ms. Rugarli graduated in Political Sciences and is a certified broker in Cross-Sector Partnerships at Cambridge University. Ms. Rugarli is the Chairwoman of the Remuneration Committee and member of Audit and Risk Committee and Sustainability Committee. Ms. Rugarli is not and has not been a director of any other listed companies in Hong Kong or abroad in the past three years.

Terms of Reference of Audit and Risk Committee

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.

Cristiana Ruella
Chairwoman*
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Cristiana Ruella

Cristiana Ruella was elected as Independent Non-Executive Director by the Shareholders’ Meeting on April 24, 2024. Ms. Ruella is currently an industrial partner of the investment company FSI SGR S.p.A., and a member of the Board of Directors of Missoni S.p.A.. She is also the Chief Executive Officer of TFC S.r.l. and of Holding Exor S.r.l. since October 2021. From July 1991 to August 2017, she was the Managing Director of Dolce & Gabbana Group. From 1985 to 1989 Ms. Ruella worked at ICR (Istituto di Revisione e Certificazione). She was a member of the Advisory Board of the Italian investment fund DGPA & Co and, from 2003 to 2005, of the Advisory Board of SDA Bocconi University. Cristiana Ruella is also actively committed in the VIDAS Foundation, where she is a member of the Board of Directors and the Treasurer. Ms. Ruella earned a MA Economics and Finance from Cattolica University of Milan. Ms. Ruella is the Chairwoman of the Nomination Committee and a member of the Audit and Risk Committee. Ms. Ruella is not and has not been a director of any other listed companies in Hong Kong or abroad in the past three years.

Lorenzo Bertelli
Prada Group Chief Marketing Officer & Head of Corporate Social Responsibility
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Lorenzo Bertelli

Lorenzo Bertelli was elected as Executive Director by the Shareholders' Meeting on April 24, 2024. He  joined the Company’s Board as Executive Director on May 27, 2021. Mr. Lorenzo Bertelli has been Group Marketing Director since 2019 and was appointed the Group’s Head of Corporate Social Responsibility in 2020. Since 2024 he holds the position of Chief Marketing Officer & Head of Corporate Social Responsibility of the Prada Group, being responsible both for the Group’s Marketing and Communication strategy and for the Group’s overall approach to sustainability. He joined the Group in 2017 as Head of Digital Communication. Lorenzo Bertelli obtained a degree in Philosophy at San Raffaele University in Milan in 2008. He is the son of Ms. Miuccia Prada Bianchi, Executive Director and Mr. Patrizio Bertelli, Chairman of the Board. Mr. Lorenzo Bertelli holds a directorship in Prada Holding S.p.A., which is a substantial shareholder of the Company, as well as directorships in subsidiaries of the Company. He is a member of the Nomination Committee and the Sustainability Committee. Mr. Bertelli is not and has not been a director of any other listed companies in Hong Kong or abroad in the past three years.

Pamela Yvonne Culpepper
INDEPENDENT NON-EXECUTIVE DIRECTOR
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Pamela Culpepper

Pamela Culpepper, formerly JORDAN, was elected as Independent Non-Executive Director by the Shareholders’ Meeting on April 24, 2024. She  joined the Company’s Board as Independent Non-Executive Director on January 28, 2022. Ms. Culpepper joined Hanold Associates, Llc as Managing Partner of their Leadership Advisory Practice in January 2023. Ms. Culpepper was one of three co-founders of Have Her Back, Llc., a female-owned, female-led culture consultancy focused on advancing equality for all. Before that, Ms. Culpepper was the Chief Human Resources Officer at Cboe Global Markets, Inc., one of the world’s largest exchange holding companies, offering cutting-edge trading and investment solutions to investors around the world. At Cboe, Ms. Culpepper served as an advisor to the executive team and Board of Directors with regard to talent management, compensation and benefits and to the acquisition, and subsequent merger, of a global exchange by Cboe. Ms. Culpepper has over 25 years of experience as an HR executive. She joined Cboe from Golin, where she was the company’s Chief People Officer. Prior to her work at Golin, Ms. Culpepper 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 roles with McKesson Corporation, Clorox and Wells Fargo. Ms. Culpepper is a former Board Trustee of VSO International, based in the United Kingdom, and was a Board member for Navy Pier of Chicago, and in March 2023, she was appointed to Cambia Health Solutions’ Board of Directors as an Independent Director. Ms. Culpepper has a B.A. in Psychology from the University of Arkansas at Little Rock and an MPA (Master of Public Administration) in Organizational Change, from California State University, Eastbay. Ms. Culpepper is the Chairwoman of the Sustainability Committee and member of the Nomination Committee. Ms. Culpepper is not and has not been a director of any other listed companies in Hong Kong or abroad in the past three years.

Terms of Reference of Nomination Committee

REMUNERATION COMMITTEE

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

Anna Maria Rugarli
Chairwoman
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Anna Maria Rugarli

Anna Maria Rugarli was elected as Independent Non-Executive Director by the Shareholders’ Meeting on April 24, 2024. She  joined the Company’s Board as Independent Non-Executive Director on January 28, 2022. Ms. Rugarli is the Corporate Sustainability Vice President of Japan Tobacco International, where she is responsible for developing business-integrated strategy at a global level. Ms. Rugarli has been appointed as an Independent Non-Executive Director and the Chair of the ESG Committee at ASOS plc, a company listed on the London Stock Exchange, on 26 June 2023. Ms. Rugarli is a Sustainability & CSR expert with more than twenty years’ experience specializing in designing innovative programs and in developing strategies. She initiated and launched Nike’s Sustainability & CSR programs in Europe, the Middle East & Africa regions and was with the company for 12 years pioneering this work at industry level. Ms. Rugarli then led VF Corporation’s Circular Economy strategy at global level as well as Sustainability, Purpose, and I&D strategy at regional level for 10 years. During this time, she managed broad networks of stakeholders and cross-sector partners and led Sustainability & CSR programs integration across the business. While at VF Corporation she was a Board member and then President of European Outdoor Conservation Association for a total of seven years. Since February 2022 Ms. Rugarli has been a board member of JT International S.A.. Ms. Rugarli graduated in Political Sciences and is a certified broker in Cross-Sector Partnerships at Cambridge University. Ms. Rugarli is the Chairwoman of the Remuneration Committee and member of Audit and Risk Committee and Sustainability Committee. Ms. Rugarli is not and has not been a director of any other listed companies in Hong Kong or abroad in the past three years.

Paolo Zannoni
Executive Deputy Chairman of the Board of Directors and Executive Director
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Paolo Zannoni

Paolo Zannoni was elected as Executive Director by the Shareholders’ Meeting on April 24, 2024. On the same date, the Company’s Board appointed him as Executive Deputy Chairman of the Board. Paolo Zannoni joined the Company’s Board on May 27, 2021, as Chairman of the Board and Executive Director. He served as Chairman of the Board until April 27, 2023, and, on May 11, 2023, the Board appointed him as Executive Deputy Chairman of the Board. He has been an international advisor at Goldman Sachs since 2019, providing advice to the firm’s business across Italy and the rest of Europe. He is currently secretary of the Board of Directors of Beretta Holding S.p.A. and a Board Member of Holland & Holland Limited. He served as Chairman of the Board of Autogrill S.p.A., listed on the Italian Stock Exchange, from 2019 to January 2023, Chairman of Dolce & Gabbana Holding S.r.l. from 2007 to 2021, and Chairman of Prysmian Group S.p.A. from 2005 to 2012. Prior to this, Mr. Zannoni spent a number of years working with the Goldman Sachs investment banking franchise in Italy. He joined Goldman Sachs in 1994, was named managing director in 1997, partner in 2000 and was Chairman of the Italian investment banking business between 2000 and 2013. He also spent a period as co-chief executive officer of Goldman Sachs Russia. Prior to joining Goldman Sachs, Mr. Zannoni was a 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 Center for Finance (ICF) and a board member of the Jackson Institute for Global Affairs. Mr. Zannoni earned an MA and an MPhil in Political Science from Yale University. He also earned a BA from the University of Bologna. Mr. Zannoni holds directorships in subsidiaries of the Company and was appointed as Chairman of the Board of Prada Holding S.p.A. in June 2023. Mr. Zannoni is a member of the Remuneration Committee. Save as disclosed herein, Mr. Zannoni has not held any directorship in any other listed companies in Hong Kong or abroad in the last three years.

YOËL ZAOUI
INDEPENDENT NON-EXECUTIVE DIRECTOR
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Yoël Zaoui

Yoël Zaoui was elected as Independent Non-Executive Director by the Shareholders' Meeting on April 24, 2024. On the same date, the Company’s Board appointed him as Lead Independent Director. He joined the Board of the Company as Independent Non-Executive Director on May 27, 2021. He is a co-founder of Zaoui & Co., a firm established in 2013 to advise select clients on mergers, acquisitions, and other strategic and financial transactions, as well as major investment decisions. Mr. Zaoui began his investment banking career at Goldman Sachs in 1988, and, over a 24-year career at Goldman Sachs, was responsible for some of Europe’s largest and most significant corporate transactions during a period of unprecedented growth. Mr. Zaoui was the first European investment banker to have joined Goldman Sachs’s top governing body, the management committee, a position he held from 2008 until his retirement in 2012. Prior to Goldman Sachs, Mr. Zaoui worked at Arthur Andersen in Paris (1983 - 1986). 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 Universite 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. Mr. Zaoui was conferred with the Order of Muhammad by His Majesty the King of Morocco Mohamed VI. Mr. Zaoui is the Chairman of the Audit and Risk Committee and a member of the Remuneration Committee. Mr. Zaoui is not and has not been a director of any other listed companies in Hong Kong or abroad in the past three years.

Terms of Reference of Remuneration Committee

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
Chairwoman
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Pamela Culpepper

Pamela Culpepper, formerly JORDAN, was elected as Independent Non-Executive Director by the Shareholders’ Meeting on April 24, 2024. She  joined the Company’s Board as Independent Non-Executive Director on January 28, 2022. Ms. Culpepper joined Hanold Associates, Llc as Managing Partner of their Leadership Advisory Practice in January 2023. Ms. Culpepper was one of three co-founders of Have Her Back, Llc., a female-owned, female-led culture consultancy focused on advancing equality for all. Before that, Ms. Culpepper was the Chief Human Resources Officer at Cboe Global Markets, Inc., one of the world’s largest exchange holding companies, offering cutting-edge trading and investment solutions to investors around the world. At Cboe, Ms. Culpepper served as an advisor to the executive team and Board of Directors with regard to talent management, compensation and benefits and to the acquisition, and subsequent merger, of a global exchange by Cboe. Ms. Culpepper has over 25 years of experience as an HR executive. She joined Cboe from Golin, where she was the company’s Chief People Officer. Prior to her work at Golin, Ms. Culpepper 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 roles with McKesson Corporation, Clorox and Wells Fargo. Ms. Culpepper is a former Board Trustee of VSO International, based in the United Kingdom, and was a Board member for Navy Pier of Chicago, and in March 2023, she was appointed to Cambia Health Solutions’ Board of Directors as an Independent Director. Ms. Culpepper has a B.A. in Psychology from the University of Arkansas at Little Rock and an MPA (Master of Public Administration) in Organizational Change, from California State University, Eastbay. Ms. Culpepper is the Chairwoman of the Sustainability Committee and member of the Nomination Committee. Ms. Culpepper is not and has not been a director of any other listed companies in Hong Kong or abroad in the past three years.

Lorenzo Bertelli
Prada Group Chief Marketing Officer & Head of Corporate Social Responsibility
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Lorenzo Bertelli

Lorenzo Bertelli was elected as Executive Director by the Shareholders' Meeting on April 24, 2024. He  joined the Company’s Board as Executive Director on May 27, 2021. Mr. Lorenzo Bertelli has been Group Marketing Director since 2019 and was appointed the Group’s Head of Corporate Social Responsibility in 2020. Since 2024 he holds the position of Chief Marketing Officer & Head of Corporate Social Responsibility of the Prada Group, being responsible both for the Group’s Marketing and Communication strategy and for the Group’s overall approach to sustainability. He joined the Group in 2017 as Head of Digital Communication. Lorenzo Bertelli obtained a degree in Philosophy at San Raffaele University in Milan in 2008. He is the son of Ms. Miuccia Prada Bianchi, Executive Director and Mr. Patrizio Bertelli, Chairman of the Board. Mr. Lorenzo Bertelli holds a directorship in Prada Holding S.p.A., which is a substantial shareholder of the Company, as well as directorships in subsidiaries of the Company. He is a member of the Nomination Committee and the Sustainability Committee. Mr. Bertelli is not and has not been a director of any other listed companies in Hong Kong or abroad in the past three years.

Anna Maria Rugarli
Independent Non-Executive Director
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Anna Maria Rugarli

Anna Maria Rugarli was elected as Independent Non-Executive Director by the Shareholders’ Meeting on April 24, 2024. She  joined the Company’s Board as Independent Non-Executive Director on January 28, 2022. Ms. Rugarli is the Corporate Sustainability Vice President of Japan Tobacco International, where she is responsible for developing business-integrated strategy at a global level. Ms. Rugarli has been appointed as an Independent Non-Executive Director and the Chair of the ESG Committee at ASOS plc, a company listed on the London Stock Exchange, on 26 June 2023. Ms. Rugarli is a Sustainability & CSR expert with more than twenty years’ experience specializing in designing innovative programs and in developing strategies. She initiated and launched Nike’s Sustainability & CSR programs in Europe, the Middle East & Africa regions and was with the company for 12 years pioneering this work at industry level. Ms. Rugarli then led VF Corporation’s Circular Economy strategy at global level as well as Sustainability, Purpose, and I&D strategy at regional level for 10 years. During this time, she managed broad networks of stakeholders and cross-sector partners and led Sustainability & CSR programs integration across the business. While at VF Corporation she was a Board member and then President of European Outdoor Conservation Association for a total of seven years. Since February 2022 Ms. Rugarli has been a board member of JT International S.A.. Ms. Rugarli graduated in Political Sciences and is a certified broker in Cross-Sector Partnerships at Cambridge University. Ms. Rugarli is the Chairwoman of the Remuneration Committee and member of Audit and Risk Committee and Sustainability Committee. Ms. Rugarli is not and has not been a director of any other listed companies in Hong Kong or abroad in the past three years.

*Appointment as Chairperson recommended by the Board of Directors on 24 April 2024.