Governance system

Organizative Model

SHAREHOLDERS MEETING

World Duty Free Groups regards the Shareholder meeting as the forum where to promote dialogue between directors and shareholders and where owners of the Company exercise their responsibility for the most significant regarding the Company. To this end, the Company provides shareholders adequate information within the term required by current law. The Company has adopted rules to ensure orderly and functional proceedings at meetings.

BOARD OF STATUTORY AUDITORS

Pursuant to Article 20 of the Bylaws, the Board of Statutory Auditors is composed of three standing Auditors and two alternate auditors.

The Board of Statutory Auditors is composed as follows:

  • Marco Giuseppe Maria Rigotti – Chairman, Board of Statutory Auditors
  • Patrizia Paleologo Oriundi – Standing auditor
  • Massimo Catullo – Standing auditor
  • Antonella Campus – Alternate auditor
  • Cinzia Cravagna – Alternate auditor

SUPERVISORY BOARD

In compliance with the Italian Legislative Decree 231 of June 8, 2001 World Duty Free Group has established a supervisory body whose primary duty is to ensure the functioning, effectiveness and enforcement of the Company’s Model of Organization.

The Supervisory body is composed as follows:

  • Marco Giuseppe Maria Rigotti – Chairman
  • Massimo Catullo – Member
  • Patrizia Paleologo Oriundi – Member

CHAIRMAN

Julián Díaz González. Born in Madrid (Spain) in 1958, he graduated in Business Administration at the Universidad Pontificia Comillas ICADE in 1980 in Madrid. Julián served as General Manager at TNT Leisure SA between 1989 and 1993 and Division Director at Aldeasa from 1993 until 1997. From 1997 until 2000 Díaz held various managerial and business positions at Aeroboutiques de Mexico S.A. and Deor S.A. de CV. From 2000 until 2003, Julian was General Manger of Latinoamericana Duty Free, S.A. de CV. He became Chief Executive Officer of Dufry A.G. in 2004. Julián serves as Board member of Dufry A.G. and Distribuidora Internacional de Alimentación S.A. (DIA).

BOARD OF DIRECTORS

The Board of Directors is responsible for guiding and controlling the Company’s business, its decisions being geared to the pursuit of the corporate purpose as provided for by law and art. 15 of the Company’s by-laws.

The Board is elected by list voting and is made up of 9 directors, of whom one is executive (CEO) and three are independent. Profiles of the directors can be found in the ‘Company officers’ section

CEO

José María Palencia Saucedo. Born in Madrid (Spain) in 1963, he graduated in economics at the Universidad Complutense de Madrid and subsequently earned a Master in Business Administration from Università L. Bocconi in Milan. He began his professional career in 1988 in the sector of Strategy and Development at Acerinox and continued the same at Mitsui & Co. (1993 to 1995) and Arthur Andersen (1996). He held the position of General Manager at SEPI (Sociedad Estatal de Participaciones Industriales) from 1996 to 1999 and from 1999 to 2001 at Eurocofin. In 2001 he joined Aldeasa as General Director and as member of the Board of Directors. From 2006 he has held the position of Chief Executive Officer of WDFG SAU.

CEO

Eugenio Andrades. Born in Madrid in 1968, Eugenio became Chief Executive Officer of World Duty Free Group on November 2014. Previously he had been Chief Commercial Officer since 2011 when he took responsibility for the global commercial organisation of the Group.

Eugenio joined Aldeasa in 1996 as Director of Strategy and Development, a position he held until 2001 when he moved to Jordan as Chief Executive Officer of Aldeasa´s operation in this country and in the Middle East region. In 2002 he returned to Spain and became Director of Strategy & Development and Investor Relations – a position he held since 1996 – until year 2007 when he became Commercial Director and Operations Coordinator. Eugenio also played an instrumental role in the integration of operational and commercial practices that followed the merger of Aldeasa, Alpha and World Duty Free after the acquisition by Autogrill Group in 2008.

Prior to joining Aldeasa, Eugenio had been consultant at the McKinsey group and held engineering positions at Carboex, a subsidiary of Endesa. A Spanish citizen, Eugenio graduated Mining Engineering at Politécnica University of Madrid, and holds MS of Economic and Strategy, Colorado School of Mines, (Colorado, USA).

Related Party Transaction Committee

The Related Parts Operations Committee is composed of the following three non-executive and independent directors:

  • Carla Cico – Chairman
  • Laura Cioli
  • Lynda Christine Tyler-Cagni

Human Resources Committee

In line with the recommendations of the code of conduct, the Human Resources Committee is composed of the following three non-executive directors, two of which are independent:

  • Lynda Christine Tyler-Cagni Chairman
  • Paolo Roverato
  • Laura Cioli

Internal Control Commitee and Corporate Governance

The Internal Control and Corporate Governance Commitee is composed of the following three non-executive directors, two of which are independent:

  • Laura Cioli – Chairman
  • Paolo Roverato
  • Carla Cico

BOARD OF DIRECTORS AND COMMITTEES

World Duty Free S.p.A. has adopted the Code of Conduct for Listed Companies published by Borsa Italiana S.p.A. in December 2011.

Composition of the board of directors

In line with the Code of Conduct, the board of directors is made up of one or more executive directors and a number of non-executive directors.

The current Board has 9 members, of whom only one is an executive director (chief executive officer). In line with international best practice, there is a separation of roles between the chairman and the CEO in order to guarantee the impartiality and balanced judgment required of the chairman. Of the 9 directors, 3 are independent, pursuant to Code of Conduct for Listed Companies published by Borsa Italiana S.p.A.

All the directors must satisfy the independence requirements for Statutory Auditors of listed companies established by the law. The Board carries out periodic assessments of the independence of its non-executive members on the basis of information received from the directors themselves, and discloses its findings to the market.

Composition of committees

World Duty Free Group´s committees are governed by their rules, which are approved by the Board, in compliance with the criteria outlined in the Code of Conduct. The Human Resources Committee and the Control risks and Corporate Governance Committee are composed of no fewer than three members and, in any case, fewer than the majority of the members of the Board. The committees are made up of non-executive directors and include independent directors.

The committees have the right to access any information and Company functions necessary to perform their duties. They are also provided with adequate financial resources and can avail themselves of external advisers, in accordance with the terms established by the Board of Directors.