corporate governance
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BY-LAWS
CODE OF ETHICS
Group Corporate Structure

SHAREHOLDERS’ MEETINGS

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.

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Rules for Shareholders' Meetings
Procedure for Director Election

BOARD OF DIRECTORS

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:

Paolo Zannoni
CHAIRMAN AND EXECUTIVE DIRECTOR
Paolo Zannoni

ZANNONI, Paolo, was appointed as Chairman of the Board of Directors on May 27, 2021. He has been international advisor at Goldman Sachs since 2019, providing advice to the firm’s business across Italy and the rest of Europe. He served as Chairman of the Italian energy and telecommunications Prysmian Group from 2005 to 2012. Prior to this Mr. Zannoni spent a number of years enhancing 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 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. He is currently Chairman of Autogrill S.p.A., listed on the Italian Stock Exchange and secretary of the Board of Directors of Beretta Holding S.p.A. He has recently resigned as Chairman of Dolce and Gabbana Holding S.r.l.

Miuccia Prada Bianchi
CHIEF EXECUTIVE OFFICER AND EXECUTIVE DIRECTOR
Miuccia Prada Bianchi

PRADA BIANCHI, Miuccia, aged 72, is a Chief Executive Officer of the Company. She was first appointed as the Chairperson of the Board on November 20, 2003 until February 14, 2014 and she was most recently re-elected as a Director on May 27, 2021 and conferred executive role as an Executive Director on June 4, 2021. Ms. Prada holds directorships in Prada Holding S.p.A., Bellatrix S.p.A. and Ludo S.p.A., which are substantial shareholders of the Company. Throughout her career, Mrs. Miuccia Prada has received numerous awards for her original vision, innovation, and contribution to international fashion. Ms. Prada received an Honorary Doctorate from the Royal College of Art (London) in 2000. In 2006 Ms. Prada was named Officier dans l’Ordre des Arts et des Lettres by the French Ministry of Culture. On December 2015 she was granted the title of Knight of the Grand Cross, the highest Order of Merit of the Italian Republic, in recognition of her international success and contribution on behalf of Italy to the fields of creativity, fashion and style. Ms. Prada is a co-founder of our Group along with Mr. Patrizio Bertelli. Ms. Prada is the wife of Mr. Bertelli, one of our Chief Executive Officers and is the mother of Mr. Lorenzo Bertelli, an Executive Director.

Patrizio Bertelli
CHIEF EXECUTIVE OFFICER AND EXECUTIVE DIRECTOR
Patrizio Bertelli

BERTELLI, Patrizio, is a Chief Executive Officer of the Company. He was first appointed to the Board on November 20, 2003 and was most recently re-elected as Executive Director on May 27, 2021. Mr. Bertelli holds directorships in the Company’s subsidiaries. Mr. Bertelli received an honorary degree in Business Economics from the University of Florence in October, 2000. Mr. Bertelli is a co-founder of our Group along with Ms. Miuccia Prada Bianchi. Mr. Bertelli is the husband of Ms. Prada, one of our Chief Executive Officers, and is the father of Mr. Lorenzo Bertelli. 

ALESSANDRA COZZANI
CHIEF FINANCIAL OFFICER AND EXECUTIVE DIRECTOR
Alessandra Cozzani

COZZANI, Alessandra, is the Chief Financial Officer of the Company. She was first appointed to the Board as Executive Director on December 20, 2013 and she was most recently re-elected on May 27, 2021. She has been our Investor Relations Director since July 2010, responsible for managing financial communication and for relationships with investment community, and was further appointed as Chief Financial Officer on February 19, 2016. Ms. Cozzani holds directorships in the Company’s subsidiaries. Ms. Cozzani joined our Group in 2000 and has covered different managerial roles within the Finance department. In 2003, she was appointed as Group Financial Reports Director. Ms. Cozzani obtained a degree “cum laude” (with praise) in Business Administration from the University of Genoa (Italy) in 1988. She started her career as an auditor at Coopers & Lybrand (1989 to 1995). Prior to joining our Group, she worked in Castelletti International Transports, the Italian subsidiary of an international logistic company (now Schenker Group) for five years, most of the time as Finance and Control Director.

Lorenzo Bertelli
EXECUTIVE DIRECTOR
Lorenzo Bertelli

BERTELLI, Lorenzo, has been Group Marketing Director since 2019 and Head of Corporate Social Responsibility since 2020. He was first appointed to the Board on May 27, 2021 as Executive Director. Mr. Lorenzo Bertelli is primarily responsible for the Group’s communication strategy and for the development, innovation and sales analysis of the retail channel, for all the Group’s brands. Mr. Lorenzo Bertelli obtained a degree in Philosophy at San Raffaele University in Milan in 2008. He joined the Group in 2017 to oversee the development of the food and beverage activities carried out by the Group through the Pasticceria Marchesi brand. Mr. Lorenzo Bertelli is the son of Ms. Miuccia Prada Bianchi and Mr. Patrizio Bertelli, the Chief Executive Officers of the Company.

STEFANO SIMONTACCHI
NON-EXECUTIVE DIRECTOR
Stefano Simontacchi

SIMONTACCHI, Stefano, was appointed as Non-Executive Director of the Company on April 8, 2016 and most recently re-elected on May 27, 2021. On December 2018 Mr. Simontacchi was appointed as President of BonelliErede Law Firm, a leading law firm in Italy, after being Managing Partner from 2013 to 2018. He has been on the firm’s board since 2010. His practice focuses on international taxation, transfer pricing, tax planning, private equity, and tax aspects related to real-estate transactions, real-estate and equity funds, M&A and reorganisations. In addition, Mr. Simontacchi is a member of the EU Joint Transfer Pricing Forum (which assists and advises the European Commission on transfer pricing tax matters) and has authored widely on tax law, including for Il Sole 24 Ore (a leading, daily business newspaper). Mr. Simontacchi obtained a degree with praise (cum laude) in business administration from L. Bocconi University of Milan in 1995. In 2000, he obtained an Adv. LLM with praise (cum laude) in International Taxation from Leiden University. In January 2007, Mr. Simontacchi obtained his PhD in International Taxation from the Faculty of Law of Leiden University. In April 2015, Mr. Simontacchi was appointed as board member of RCS MediaGroup S.p.A., an Italian listed company, leader in the newspaper sector. In addition, he has been serving as board member of Cabara Insurance Broker S.r.l. since 2010, as Chairman of the Fondazione Ospedale Buzzi since July 2015 and as board member of Assoedilizia Servizi S.r.l. since 2017. On November 2018 he has been appointed as board member of Fattorie Osella S.p.A.

Marina Sylvia Caprotti
INDEPENDENT NON-EXECUTIVE DIRECTOR
Marina Sylvia Caprotti

CAPROTTI, Marina Sylvia, has been appointed as Independent Non-Executive Director of the Company on May 27, 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 its Board of Directors starting from June 1998 and Vice President from 2016 to 2019. She is currently a director in the Board of Fondazione Accademia Teatro alla Scala of Milan. Ms. Marina Sylvia Caprotti obtained a degree in Law at Università Cattolica del Sacro Cuore in Milan in 2004. Ms. Caprotti is a member of the Audit Committee, the Remuneration Committee and the Nomination Committee.

MAURIZIO CEREDA
INDEPENDENT NON-EXECUTIVE DIRECTOR
Maurizio Cereda

CEREDA, Maurizio, has most recently been appointed as Independent Non-Executive Director of the Company on May 27, 2021; from May 24, 2016 to April 27, 2018 he was a Non-Executive Director of the Company. Mr. Cereda’s practice focuses on providing consultancy services to entrepreneurs, family offices, companies and financial institutions. Since 2015, he has also been 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 L. Bocconi University of Milan in 1989. Mr. Cereda has been serving as board member of various companies listed on the Italian Stock Exchange including Technogym S.p.A. (since 2016), and Enervit S.p.A. (since 2007). Mr. Cereda started his career as an analyst in the equity capital markets division in Rasfin S.p.A. and then he worked fifteen years at Mediobanca S.p.A., until his appointment as deputy general manager and head of corporate finance covering large corporate clients, a role that he covered from 2007 to 2015. From 2007 to 2014, he was a board member of Mediobanca S.p.A., and from 2006 to 2014, he was also a board member of Ansaldo STS S.p.A., both companies listed on the Italian Stock Exchange. Mr. Cereda is a member of the Audit Committee and of the Nomination Committee.

YOËL ZAOUI
INDEPENDENT NON-EXECUTIVE DIRECTOR
Yoël Zaoui

ZAOUI, Yoël, has been appointed as Independent Non-Executive Director of the Company 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 more defining corporate transactions in 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 is decorated by His Majesty the King of Morocco Mohamed VI of the Order of Wissam. Mr. Zaoui is a member of the Audit Committee and the Remuneration Committee.

BOARD OF STATUTORY AUDITORS

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:

name position
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

SUPERVISORY BODY

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:

name position
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.

AUDITORS

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