Gruppo Coin SpA corporate governance system

The governance structure

Gruppo Coin SpA operates through a traditional administration system (Shareholders' Meetings, Board of Directors, Board of Statutory Auditors).

Shareholders’ Meetings

Pursuant to the Articles of Association, Shareholders’ Meetings are called by the Board of Directors and may be ordinary or extraordinary, according to the resolutions to be passed.
The Ordinary Shareholders’ Meeting for approval of the financial statements is called once a year pursuant to law.
On the matter of call of Shareholders’ Meetings reference is also made to the provisions of Legislative Decree no. 58 dated 24 February 1998 (Financial Consolidation Act) as set forth in Articles 125 (call of shareholders’ meeting upon minority request), 126 (extraordinary shareholders’ meeting) and 126 bis (integration of the agenda of the shareholders’ meeting).
The call and conducting of Shareholders’ Meetings are regulated by Articles 10 to 14 of the Articles of Association and by the Shareholders’ Meeting Regulations.

The Board of Directors

The new Board of Directors took up office on 1 December 2006 and is made up of nine Directors in accordance with the provisions of Article 15 of the “Articles of Association”.

Further information can be found in the appropriate section of our website.

The Board of Statutory Auditors

The Board of Statutory Auditors is made up of three Standing and two Alternate members, in accordance with the provisions of Article 22 of the “Articles of Association”.

Further information can be found in the appropriate section of our website.

The Auditing Company

The auditing activity is performed, pursuant to law and the Articles of Association, by PricewaterhouseCoopers SpA.

Further information can be found in the appropriate section of our website.

Share Capital and Shareholders’ Agreements

With regard to the composition of share capital, the majority interest is held by Carpaccio Investimenti SpA, with head office in Milan, and is restricted by Shareholders’ Agreement stipulated on 18 May 2005 between the Mutual Investment Funds managed by Pai Partners Sas and Finanziaria Coin Srl, published pursuant to law.

Activity of Direction and Coordination

Gruppo Coin controls various commercial companies, some of which with strategic importance, carrying on direct and indirect management of retail stores such as Coin SpA, Oviesse Srl and Oviesse Franchising Srl, over which it exercises the activity of direction and coordination.
Carpaccio Investimenti SpA does not exercise activity of direction and coordination over Gruppo Coin SpA.