Governance system
Our governance is ethical and transparent, ensuring the correct application of the principles contained in the Code of Ethics, in the 231 Organisational Model, in the Sustainability Charter, as well as of the policies, guidelines, procedures, directives and provisions of the Pianoforte Group to which the Company belongs.
Universal principles
Our governance system is inspired by and complies with the Bill of Human Rights of the United Nations, the Charter of Fundamental Rights of the European Union, the fundamental principles and rights at work defined by the ILO (International Labour Organisation), the Guidelines for Multinational Enterprises defined by the OECD (Organisation for Economic Co-operation and Development) and the principles of the UN Global Compact.
Organisation
According to the corporate governance system, corporate management is entrusted to the Board of Directors. The Board of Statutory Auditors is in charge of control functions, while the supervision of the application and observation of the Organisation, Management and Control Model is entrusted to the Supervisory Body.
Board of Directors
The Board of Directors (BoD) is the Company’s executive body and defines the strategic guidelines, principles and objectives of sustainability shared at Group level. The BoD is also responsible for overseeing sustainability issues related to business activity and the Company’s interaction dynamics with stakeholders.
CEO of Inticom and Kuvera, respectively owners of the Yamamay and Carpisa brands.
After graduating with honours in Economics and Business from the University of Naples Federico II, at just 23 years of age, he relocated to the United States to complete a Master’s in Management at Cornell University.
Back in Italy, after gaining various work experience, and with a firm belief in the potential of the retail world and of the underwear market, in 2001 he made the strategic decision to invest, with the help of his family, in a new entrepreneurial challenge, thus giving birth to Yamamay, company of which he has always been the creative and commercial soul. Visionary and intuitive, through his ideas, Gianluigi Cimmino has led Yamamay over the years to carry out a true aesthetic revolution in underwear, and particularly in women’s underwear. The brand’s underwear and beachwear collections have, in fact, become a symbol of sensuality, beauty and feminine elegance in the collective imagination, but also of the modern woman’s awareness of beauty.
Since 2001, he has also been one of the chief executive officers of Inticom SpA and Kuvera SpA, respectively owners of the Yamamay and Carpisa brands, which today boast 1,200 stores worldwide with more than 2,200 employees.
In 2021, Gianluigi Cimmino took part in another major challenge, this time in the world of food: the “Sophia Loren Restaurant” is an ambitious and innovative retail project rooted in the opportunity to provide a singular experience in the restaurant industry.
The project, for the first time in the history of the restaurant industry, was born with the full consent, authorisation and collaboration of the undisputed and timeless Italian icon after whom it is named: the magnificent Sophia.
The first restaurant in the chain opened in Florence in April 2021, the second in Milan in June 2022, to be joined by the one in Bari set to open in December 2022.
Ariela Caglio is an Associate Professor of Management Accounting and Performance Measurement at the Accounting Department of Università Bocconi. She is also the Director of the Double Degree Bocconi-ESSEC (École supérieure des sciences économiques et commerciales) (Master of Science in Management).
She has been a Visiting Professor at prestigious international institutions, such as the London School of Economics and Political Science (LSE) and the University of Manchester and has gained over fifteen years' experience teaching in graduate programs, MBA and executive courses.
She has distinguished herself for numerous academic awards including the 'David Solomons Prize' (2013) and the 'Best Instructor Award for Innovation in Teaching' award from Università Bocconi (2016).
Her research and professional interests mainly focus on areas such as: performance measurement and management, sustainability and integrated reporting, business planning and budgeting, cost accounting. She is also particularly interested in investigating management accounting practices and control systems in supply chains in the fashion and football industries.
Ariela has published, both nationally and internationally, numerous volumes and articles in prestigious academic and professional journals such as: Accounting, Organizations and Society, Management Accounting Research, European Accounting Review and the Journal of Accounting and Public Policy.
She sits on the Management Committee of the European Accounting Association (EAA) and is advisor for UNCTAD (United Nations Conference on Trade and Development) on sustainability reporting.
Ariela Caglio graduated with honors in Business Administration and holds a PhD in Business Administration and Management from Università Bocconi.
Board of Statutory Auditors
The Board of Statutory Auditors is the control body entrusted with the task of supervising the Directors’ activities, ensuring that the management and administration of the Group are carried out in compliance with current legislation and with the Company’s Articles of Incorporation.
Marcello Esposito, born in Naples on March 17, 1972, works as a chartered accountant in Naples.
He has been enrolled in the Register of Chartered Accountants in Naples since February 2002 and in the Register of Auditors under no. 126146, published in the Official Gazette no. 60 of 30/07/2002.
He has carried out his professional activities at the family firm in Naples – in Via F. Crispi no. 26 – and in Via Posillipo no. 196.
His professional activity is primarily focused on companies and corporate groups, with specific reference to financial statements, tax and corporate finance transactions, sector in which the firm has acquired extensive experience thanks to its participation in numerous financing transactions related to corporate acquisitions, leveraged buyouts and real estate investments.
He has also closely followed numerous corporate merger and demerger transactions.
Marcello Esposito holds, inter alia, the position of member of the Board of Statutory Auditors for the following companies:
- Inticom S.p.A. with registered office in Gallarate (VA), Italy, Via Carlo Noè no. 22;
- Hat Holding – Sicaf S.p.A. with registered office in Milan, Italy, Corso Europa no. 22;
- Kuvera S.p.A. with registered office in Naples, Italy, Piazza dei Martiri no. 30;
- Pianoforte Holding S.p.A., with registered office in Milan, Italy, Corso Magenta no. 74.
In 1996, Francesco Amyas d’Aniello graduated with honours in Economics and Business from the University of Naples Federico II. In 2002, he obtained his PhD in tax law. From 2005 to 2012, he served as a visiting professor and a professor of tax law for the Faculty of Political Sciences of the University of Salerno, as well as a professor with temporary appointments at the Higher School of Economics and Finance. He has been an auditor since 1997 and has been a chartered accountant since 1999.
He assists domestic and foreign customers in corporate matters and in corporate taxation with specific skills and expertise in extraordinary corporate transactions, in corporate restructuring and in generational transitions. He is an expert in international taxation and has gained significant experience in tax ruling activities and tax litigation. He is a member of numerous boards of statutory auditors and supervisory bodies in companies operating in various sectors.
Antonio D’Angelo graduated with honours in Economics and Business and holds a PhD in Economic Law from the University of Naples Federico II, where he also served as a visiting professor for the commercial law professorship with which he actively continues to cooperate. He has been an auditor since 1999 and a chartered accountant since 2001. He is a consultant in corporate matters and corporate taxation for major Italian companies, with special expertise in extraordinary corporate transactions and corporate restructuring. He has also developed particular expertise in the direct taxation and VAT areas, and provides support to clients in tax audits and in litigation proceedings. He is a member of numerous boards of statutory auditors.
Sustainability Governance
Given the importance that Sustainability assumes within our organisation, we have set up a dedicated CSR Working Group within our governance.
Chairman, CEO Member, Independent Member
- Definition of the strategic guidelines, principles and objectives of sustainability for Yamamay
- Oversight of sustainability issues related to carrying out business activities and its dynamics of interaction with stakeholders
- Meetings 3 times a year
- Composed of 4 members, one of whom is an independent female Director
CSR Director, CSR Team
- Development of sustainability plans complying with corporate strategies
- Monitoring the interaction between CSR projects and policies with stakeholders
- Proposal and examination of initiatives and projects submitted to the BoD
- Coordination of the implementation of activities by the Working Group
- Corporate communication management
- Updating and publication of the Sustainability Report
- Meetings with the Steering Committee every 2 months
- Composed of 3 members
Reporting team of 25 members
- Implementation and operational management of sustainability initiatives established by the Sustainability Committee
- Collaboration with other business units to execute specific projects
- Reporting in accordance with GRI Standards
- Monthly meetings with all reporting managers
Corporate documents
Whistleblowing
Through Yamamay's whistleblowing channel, it is possible to report (i) significant unlawful conduct pursuant to Legislative Decree no. 231/01, (ii) violations of the Organization, Management, and Control Model or the Code of Ethics, and (iii) any other violations of laws, regulations, policies, company standards, or procedures, as provided by Legislative Decree no. 24/2023.