Audit, risk, sustainability and corporate governance committee

At the date of this Report, the Committee is composed of three independent members on the basis of the most stringent recommendations of the Self-Regulation Code: A.M. Artoni (Chairman), A. Kostin and E. Magistretti. The Board Director E. Magistretti has adequate experience in accounting and finance; this was assessed by the Board of Directors at the time of his appointment. The Secretary of the Board, Anna Chiara Svelto acts as Secretary.

The Committee, in particular:

  • assists the Board of Directors:
    • defining the guidelines of the system of internal control and risk management, so that the main risks facing the Company and its subsidiaries are correctly identified and adequately measured, managed and monitored;
    • determining the degree of compatibility of these risks with the management of the company, consistent with the strategic objectives identified;
    • naming an Executive Director to be in charge of overseeing the system of internal control and risk management with respect to the risk profile;
    • assessing the adequacy, efficiency and the effective operation of the internal control system, at least once a year;
    • describing, in the report on corporate governance, the essential elements of the internal control system, assessing its overall adequacy;
  • expressing an opinion on proposals for the appointment and dismissal of, assignment of tasks to and remuneration of the Head of Internal Audit and ensuring that he receives adequate resources to perform his functions;
  • assessing, jointly with the Board of Auditors, to the company's directors, the manager responsible for preparing the financial reports and responsible to the auditors, (a) the correct use of accounting principles and their consistent application within the Group for the preparation of consolidated accounts, (b) any letter from the statutory auditor with suggestions to the Executive Board and the eventual report on key matters arising from the statutory audit;
  • upon request of the director in charge, expressing opinions on specific aspects of the identification of the main business risks and the design, implementation and management of the internal control system;
  • examining the audit plan prepared by the Director of Internal Audit and his periodic reports;
  • monitoring the independence, adequacy, effectiveness and efficiency of the Internal Audit department;
  • requires the Internal Audit Department, when appropriate, to carry out checks on specific areas of operation;
  • reporting to the Board of Directors on the work performed, at least at the same time as the annual and half-yearly report on the adequacy of the internal control system;
  • monitoring the observance and periodic updating of corporate governance rules and compliance with the principles of conduct adopted by the Company and its subsidiaries. It is the Committee’s particular responsibility to propose the methods and timing of the annual self-assessment of the Board of Directors;
  • defining and proposing to the Board of Directors the guidelines for "sustainability" and monitoring compliance with the principles of conduct adopted in respect of the Company and its subsidiaries;
  • assisting the Board of Directors in the preparation and subsequent examination and approval of the financial sustainability;
  • performing other duties assigned to it by the Board of Directors, including those in relation to monitoring the procedural correctness and qualitative fairness of transactions.

The Board of Directors has, then, allocated the responsibilities of the Committee for Transactions with Related Parties required by Consob regulations to the Audit, Risk, Sustainability and Corporate Governance Committee, with the exception of matters relating to the remuneration of directors and key managers which are entrusted to the Remuneration Committee.