Operation

The Committee meets whenever its Chairman deems it appropriate, or whenever a request is made by at least one Committee Member, or by the Chairman of the Board of Directors or by the Managing Director, if appointed, and however, as often as appropriate to ensure that its functions are performed correctly.

The Secretary of the Board of Directors (hereafter, the “Secretary”) acts as the Secretary to the Committee.

The General Counsel and the Internal Audit Director (who attend all the meetings), the Risk Officer, the Responsible Officer, as well as additional representatives of the Company and/or Group attend the Committee’s meetings concerning specific matters when deemed appropriate by the Committee and the representatives of the Audit Company are invited to attend when issues concerning the statutory audit of the accounts are discussed.

The Internal Control Officer (who reports to the Committee for Internal Control, Risks and Corporate Governance and to the Board of Statutory Auditors) reports on his activities and attends all the meetings of the Committee for Internal Control, Risks and Corporate Governance.

In addition, the Responsible Officer reports on the activities performed at least once a year.

The entire Board of Statutory Auditors has the authority to participate in the Committee’s activities50.

The Committee’s meetings are convenient by a notice, also sent by the Secretary, at the request of the Committee’s Chairman.

The documentation and information available (and in any event the documentation and information required) are transmitted for the Committee members sufficiently in advance to enable the members to express their opinion in the meeting.

The presence of the majority of the members in office is required for the Committee’s meetings to be valid and the resolutions are passed with the absolute majority of the members in attendance.

The Committee’s meetings may also be held using telecommunication media and are duly reported under the Secretary’s responsibility and transcribed in the special register51.

The Committee has adequate financial resources to perform its duties with absolute expenditure autonomy and may avail itself of external consultants when performing its functions.

The Committee has the authority to access company information and the functions relevant to performing its duties, availing of the Secretary’s support for this purpose52.

50The choice adopted by the Company is more rigorous compared to the requirement envisaged by the Self-Regulatory Code: Application Criterion 8.C.4. This circumstance characterises the corporate governance rules adopted by the Company and offers the entire Board of Statutory Auditors the opportunity to follow directly the Committee's activities and to perform more effectively the control functions assigned to it.
51 Also in line with the requirements of the Self-Regolatory Code Application Criterion 5.C., sub-section d).
52Self-Regolatory Code Application Criterion 5.C.1., sub-section e).