Tasks assigned to the Committee

The Board of Directors was convened on April 21, 2011 and confirmed the tasks – of a factfinding and advisory nature – originally assigned to the Committee for Internal Control and Corporate Governance, moreover, in line with the tasks indicated in the Self-Regulatory Code and also confirmed the corporate governance prerogatives which have characterised the Committee since it was established.

In particular, the Committee for Internal Control, Risks and Corporate Governance:

  • assists the Board of Directors:
  • (i) in defining the policy guidelines for the internal control system, so that the main risks concerning the Company and its subsidiaries are identified correctly and adequately measured, managed and monitored; (ii) in determining the criteria for the compatibility of these risks to assure a sound and correct business management. Following the Company’s approval of a new risk management and supervision model, the Committee was assigned advisory and/or proposing tasks in relation to the new risk assessment and risk management model, in this regard the reader is referred to the paragraph “Risk governance system”.
  • in identifying an Executive Director appointed to supervise the operations of the internal control system;
  • in assessing the adequacy, efficiency and the effective operation of the internal control system at least once a year;
  • in describing the essential aspects of the internal control system in the corporate governance report, expressing its assessment concerning the system’s overall accuracy;
  • expresses an opinion on the proposals relating to the appointment, revocation, task assignment and remuneration of the internal control officer;
  • assesses the correct use of the accounting standards and their consistent application within the Group together with the Board of Statutory Auditors, the Company’s administration Managers, the Responsible Officer and the auditors, for the purposes of preparing the Consolidated Financial Statements;
  • expresses opinions concerning specific aspects relating to the identification of the principal company risks, at the request of the designated Director, as well as the design, implementation and management of the internal control system;
  • examines the work plan prepared by the internal control officers, as well as the periodic reports prepared by them;
  • assesses the “Compliance Plan” once a year and the consequent report on the activities performed;
  • reports to the Board of Directors on the activity performed and the adequacy of the internal control system, at least at the time the Financial Statements and the interim report are to be approved;
  • supervises compliance with and the periodic update of the corporate governance rules and compliance with the rules of conduct which may be adopted by the Company and its subsidiaries. In particular, the Committee is also responsible for proposing the procedures and the timing for the Board of Directors to perform the annual self-evaluation;
  • performs the additional tasks assigned to it by the Board of Directors, also in relation to supervising the procedural correctness and the substantial fairness of the operations.

As has been stated the Board of Directors then assigned the responsibilities of the Committee for Operations with Related Parties envisaged by the Consob regulatory requirements to the Committee for Internal Control, Risks and Corporate Governance, with the sole exception of issues concerning the remuneration of Directors and Executives with strategic responsibilities which are entrusted to the Remuneration Committee.