YOOX Net-A-Porter Gr | 2016

For the fifth consecutive year, Etica SGR attended and voted in the shareholders’ meeting of YOOX Spa, which took place on 27 April 2016 in Milan.

Etica SGR voted in favour of all the items on the agenda and took the floor at the meeting to bring management’s attention to certain aspects related to the company’s sustainability, with a view to fruitful and lasting dialogue over time.

Etica SGR congratulated the Chairman and the entire management team for having successfully completed the merger by absorption of The Net-A-Porter Group Limited, the world’s leading online luxury fashion retailer, thereby creating the YOOX Net-A-Porter Group (YNAP). YOOX S.p.A. is the parent company: the new company will therefore maintain its registered office in Italy and listing in the MTA segment of the Milan Stock Exchange. In general terms, this operation did not generate any specific problems with regard to human resources policy. Moreover, Etica SGR understood the reasons given by YNAP for not publishing the Sustainability Report for fiscal 2015, and has confidence in the Group’s commitment to publish the Report from next year, to include the new, extended scope of the company, and pursuant to the international standards of the Global Reporting Initiative.

Etica SGR welcomed the achievement of certain objectives set last year, when a greater focus on supply chain management was called for. The excellent results achieved included: SA8000 certification for the company’s three Italian locations, as well as efforts to extend this to second-level suppliers; the signing of the Global Compact; and ISO 14001 certification for all the Italian locations and for the operations in Japan.

With regard to human rights and conflict minerals, Etica SGR noted with satisfaction that all the jewellery collections sold by YOOX Net-A-Porter Group were certified under the international standard of the Responsible Jewellery Council, which The Net-A-Porter Group joined in November 2012 [1].

Moreover, with regard to the most recent news on tax optimisation, Etica welcomed the update to corporate Model 231, particularly in relation to self-laundering, and suggested that YNAP consider publishing a country-by-country tax report.

With regard to remuneration policy, despite voting in favour, Etica SGR pointed out the lack of specific indications for either variable targets to which maximum variable remuneration amounts could be linked or individual targets in the annual incentive plan for managers with strategic responsibilities. Last year, Etica SGR had called for the introduction of environmental and/or social variables in the definition of the variable remuneration component: however, it saw that this improvement had not been made in 2015. Etica SGR believes that this was due to the extraordinary events in which the company was involved, and expects to see progress from next year.



Agenda For Against Abstention Etica Sgr Guidelines ref.
1)   Financial statements of YOOX NET-A-PORTER GROUP S.p.A. at 31 December 2015. Board of Directors’ report on operations. Board of Statutory Auditors’ report pursuant to Art. 153 of Legislative Decree 58/1998 and Independent Auditor’s report. Presentation of the consolidated financial statements at 31 December 2015. Related and consequent resolutions.
X 1.7 – 1.7.1
2)   Report on remuneration pursuant to Art. 123-ter of Legislative Decree 58/1998. Related and consequent resolutions.
X 1.6
3)   Authorisation to buy and sell own shares, pursuant to the combined provision of Articles 2357 and 2357-ter of the Italian Civil Code, as well as Art. 132 of Legislative Decree 58/1998 and the relative implementation provisions, subject to revocation of the authorisation conferred by the ordinary shareholders’ meeting of 30 April 2015. Related and consequent resolutions.
X 1.5



[1] Source: Corporate documents and website of the Responsible Jewellery Council http://www.responsiblejewellery.com/members/?cat=jewellery-retailer

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