A shareholders' meeting can be either ordinary or extraordinary. According to the By-Laws, the ordinary shareholders' meeting of our Company will resolve on matters that are within its power as set out by applicable laws and regulations and the By-laws itself. In particular, the shareholders in an ordinary shareholders' meeting have the power to resolve on the following matters:
a. approval of the financial statement and the distribution of profits;
b. election and removal of the directors, election of the statutory auditors, as well as of the external auditor;
c. compensation of directors and statutory auditors;
d. determination of the liability of directors and statutory auditors;
e. the purchase of its own shares for an amount not exceeding disposable profits and distributable reserves as resulting from the last annual balance sheet duly approved and, in any case, within the limit of 10% of the issued share capital at the time of the relevant shareholders meeting;
f. the approval of the regulations, for the conduct of shareholders’ meeting;
g. any other matters reserved to it by applicable laws and regulations as well as any authorization required under the By-laws or by applicable laws and regulations for the performance of directors’ actions.
According to the By-Laws, the shareholders in an extraordinary shareholders' meeting have the power to resolve on the following matters:
a. any amendment to the By-Laws;
b. the appointment and replacement of the liquidators and the determination of their powers;
c. any other matters reserved to shareholders in an extraordinary shareholders’ meeting by Italian law, or laws and regulations applicable to companies whose shares are listed on the Hong Kong Stock Exchange.
The fact of being a shareholder in itself constitutes the approval of each shareholder to be bound by the By-laws.
The ordinary and extraordinary shareholders’ meeting will normally be held in the municipality where the registered office of our Company is located, except as otherwise resolved by the board of directors, and provided always that such meetings will be held in Italy or in country where our Company, directly or indirectly through its subsidiaries or affiliates, carries out its business activities.
The ordinary shareholders’ meeting must be convened at least once a year for the approval of the financial statements, within 120 days after the end of the financial year, or within 180 days after the end of the financial year if our Company is required to draw up consolidated financial statements or is required by the particular circumstances related to the structure and purpose of our Company. Not more than 15 months elapse between the date of one such ordinary shareholders’ general meeting and the next.
Our Board consists on nine individuals, being five Executive Directors (namely, Ms. Miuccia PRADA BIANCHI, Mr. Patrizio BERTELLI, Mr. Paolo ZANNONI, Ms. Alessandra COZZANI and Mr. Lorenzo BERTELLI), one Non-Executive Director (namely Mr. Stefano SIMONTACCHI) and three Independent Non-Executive Directors (namely, Ms. Marina Sylvia CAPROTTI, Mr. Maurizio CEREDA and Mr. Yoël ZAOUI).
The ordinary shareholders’ meeting held on 27 May 2021 appointed the Board of Directors for a term of three financial years. The board’s mandate will therefore expire with the shareholder’s meeting to be convened for the approval of the financial statements for the year ending 31 December 2023. Mr. Paolo ZANNONI was appointed as Chairman of the Board of Directors for the above mentioned term.
The current members of the Board of Directors are as follows:
The board of statutory auditors shall supervise compliance with applicable laws, regulations and the By-laws and with the correct management principles. Specifically, it shall ensure that the organization, administrative and accounting structure adopted by our Company and its functioning is adequate for our Company’s purposes.
The ordinary shareholders’ meeting is convened to elect a board of statutory auditors comprising three (3) statutory and two (2) alternate statutory auditors, appoint the chairman of the board of statutory auditors and determine the remuneration of the statutory auditors for their entire term of office.
The table below shows the current members of the board of statutory auditors:
|Mr. Antonino PARISI||Chairman of the Board of Statutory Auditors|
|Mr. Roberto SPADA||Statutory Auditor|
|Mr. David TERRACINA||Statutory Auditor|
|Ms. Stefania BETTONI||Alternate Statutory Auditor|
|Ms. Floranna NEGRI||Alternate Statutory Auditor|
In compliance with the Italian Legislative Decree 231 of June 8, 2001 we have established a supervisory body whose primary duty is to ensure the functioning, effectiveness and enforcement of Prada’s Model of Organization, adopted by Prada pursuant to such Decree. The supervisory body consists of three members appointed by the Board among qualified and experienced individuals, including non-executive Directors, qualified auditors, executives or external individuals.
The table below shows the current members of the supervisory body:
|Ms. Stefania CHIARUTTINI||Chairman|
|Mr. Yoël ZAOUI||Independent Non-Executive Director|
|Mr. Gianluca ANDRIANI||Internal Audit and Risk Management Director of Prada S.p.A.|
The annual financial statements of the company must be audited by an auditing firm (the “Auditor”). The annual financial statements and the Auditor’s report are submitted to, and approved by, the annual general shareholders’ meeting of the company.
The Auditor is appointed every three years by the general shareholders’ meeting of the company, on the basis of a joint proposal of the board of statutory auditors and the Audit Commitee.
Removal of the Auditor before the term’s expiration is resolved upon by the general shareholders’ meeting of the company only for cause and after consultation with the board of statutory auditors.
The Company’s current Auditor is Deloitte & Touche S.p.A