The Company adopts a system of corporate governance under which its governing body is the Board of Directors, assisted by Board committees. The body that oversees compliance with the law, the Company’s Articles of Association and good management practices is the Board of Statutory Auditors, while an independent auditing firm is responsible for the statutory audit of the accounts.

Overview of the Company’s Governance as of April 28, 2022.


Overview of the Company’s Governance as of April 28, 2022

Board of Directors

The Board of Directors is responsible for managing operations. Among other things, it examines and approves:

  • the guidelines for the Group‚Äôs operations;
  • proposals concerning organisation and corporate governance;
  • the general guidelines regarding the management of human resources;
  • proposals for the re-organisation of the Company‚Äôs structure;
  • result of operations;
  • extraordinary corporate actions;
  • annual budgets and quarterly, half-yearly and annual financial results.

Investment Committee

The Investment Committee serves in a due diligence, advisory and/or recommendation-making capacity in support of the Board of Directors with regard to:

  • specific investment projects, assessing their alignment to the Group‚Äôs strategic guidelines, their profitability targets and financial sustainability;
  • Company procedures regarding investments and significant transactions.

In general, the Committee monitors the implementation of the approved investment programs by monitoring their execution in terms of costs incurred and actual return on investment (post-audit), analysing the main criticalities.

Control, Risk and Sustainability Committee

The Control, Risk and Sustainability Committee, whose members have suitable experience in accounting and finance, has the following main tasks:

  • assist the Board of Directors in defining the guidelines of the internal controls. At the request of the Executive Chairman, it expresses opinions on specific issues concerning the identification of the principal business risks;
  • assist the Board of Directors in evaluating the adequacy, efficacy and effective functioning of the system of internal controls, which it oversees;
  • provide the Board of Directors with indications and information on compliance with corporate governance rules;
  • assess, together with the Chief Financial Officer and the Independent Auditors, the adequacy of the accounting standards adopted and their consistency for the purposes of preparing consolidated financial statements;
  • verify, with the assistance of the Head of Internal Audit, the process that generates the financial reporting data;
  • monitor the effectiveness of the auditing process and assess the results published in the Independent Auditors‚Äô report and the opinion letter;
  • receive the annual report from the Head of Internal Audit on the application of the ‚ÄúOrganisation and Management Model‚ÄĚ - pursuant to Italian Legislative Decree 231/2001 - which was adopted by the Company and also includes the Code of Ethics, and evaluate whether to present the Board of Directors with recommendations for updating and/or amending such model and its method of application;
  • assess and express an opinion in advance and as necessary requirement prior to confirming the appointment, on all auditing and non-auditing services provided by the Independent Auditors;
  • assess and verify the independence of the Independent Auditors;
  • assess the environmental, economic and social impacts resulting from Company operations;
  • monitor the Company‚Äôs positioning in the main sustainability indexes;
  • examine the integrated report, containing non-financial information;
  • formulate opinions and proposals regarding specific sustainability issues.

Human Resources and Remuneration Committee

The Human Resources and Remuneration Committee serves in a due diligence, advisory and/or recommendation-making capacity in support of the Board of Directors and, in particular:

  • submits proposals on the overall remuneration of the Chairman, directors and senior managers of the Benetton Group companies;
  • examines performance targets and incentive plans for employees of the Benetton Group companies;
  • evaluates proposals regarding: composition criteria and skills profiles of the managers identified as members of management and control bodies in strategically important subsidiaries; policies for the strategic development of ‚Äúhuman resources‚ÄĚ and recruitment and appointment of senior managers of the Benetton Group companies.

Organizational Model pursuant to Italian Legislative Decree 231/2001

The current Organization, Management and Control Model, adopted by resolution of the Board of Directors on December 19, 2022, is composed of a general part and numerous special sections.

The Code of Ethics approved by the Company is treated as an integral part of the Model. Under its Code of Ethics, the Group has adopted the International Labor Standards (ILS) contained in the fundamental conventions of the International Labor Organization.


In 2018, with the enforcement of the EU General Regulation 2016/679 on the protection of personal data (known as GDPR), the Company set up a new Privacy function, headed by Mauro Menardo as Data Protection Officer, assisted by a multidisciplinary team.

The new function, responsible for personal data monitoring, assessment and processing, enables Benetton Group S.r.l. to ensure its employees, consumers and, in general, stakeholders correct personal data protection in the performance of their activities, so that data is always processed in compliance with the applicable national and European regulations in the matter.

Sustainability Committee

The Sustainability Committee - set up by the Board of Directors in 2015 - deÔ¨Ānes and oversees Benetton Group‚Äôs sustainability strategy. The establishment of this Committee is further evidence of the Company‚Äôs commitment, at all levels, to become an agent of social change through its initiatives.

The objectives of Benetton Group’s Sustainability Committee include:

  • promoting the effective and continuous integration of sustainability initiatives into business activities and supporting the work of the Head of Sustainability;
  • standardising all sustainability activities;
  • promoting dialogue with internal and external stakeholders on sustainability issues;
  • examining and periodically reviewing corporate sustainability implementation tools - starting with the Code of Conduct for Manufacturers and its implementation procedures - also in light of possible risks related to Company and brand reputation;
  • providing the Board of Directors with a constant flow of information and indications regarding the application of the corporate sustainability strategy and its tools;
  • overseeing activities related to integrated reporting and the disclosure of KPIs and relevant information on environmental and social issues.

Composition of the Sustainability Committee:

  • Massimo Renon CEO
  • Martino Boselli UCB Chief Commercial & Sales Officer
  • Stefano De Marchi HR & Organisation Director
  • Ugo Giorcelli Chief Staff Officer
  • Nicoletta Sartori Head of Sustainability
  • Francesca Svab Sisley Director
  • Carlo Tunioli CEO Fabrica
  • Marco Zeggio Chief Operations Officer