Commitee for Internal Control and Corporate Governance

The Board has decided the functions and method of operation of the Audit and Corporate Governance Committee, making them fully compliant with the Code’s recommendations and requiring that it carries out the following investigative and consultative functions:

(a) it assists the Board and, upon request, the Deputy Chairman & Chief Executive Officer (limited to the first of the points below):

  • in laying down the guidelines for the internal control system, so that the main risks facing the Company and its subsidiaries are correctly identified, as well as adequately measured, managed and monitored, determining, moreover, the criteria for determining whether such risks are compatible with sound, correct business management;
  • in identifying an executive director (usually, one of the executive officers) for supervising the functionality of the internal control system;
  • in evaluating, at least on an annual basis, the adequacy, effectiveness and actual functioning of the internal control system;
  • in describing, in the corporate governance report, the key features of the internal control system, expressing its opinion on the overall adequacy of the same;

(b) it expresses an opinion on the proposed candidates, removal and functions of the Internal Control Officer and the Financial Reporting Officer;
(c) it evaluates, together with the Financial Reporting Officer and the independent auditors, the correct utilization of the accounting principles and their consistent application within the Group for the purposes of preparing the consolidated financial statements;
(d) at the request of the executive director so appointed, it expresses opinions on specific aspects relating to the identification of the principal business risks as well as on the design, implementation and management of the internal control system;
(e) it examines the work programme prepared by the Internal Control Officers as well as the periodic reports prepared by them;
(f) it evaluates the proposals submitted by the auditing firm for obtaining the related appointment, as well as the work programme prepared for the audit and the results described in the report and any letter of recommendations;
(g) it supervises the effectiveness of the auditing of the accounts;
(h) it monitors compliance with the Company’s guidelines for conducting transactions with related parties;
(i) it performs any additional duties that are assigned to it by the Board of Directors, including in relation to monitoring the procedural and substantial fairness of transactions. In this regard, it is recalled that the Committee is responsible for proposing the names of candidates to the Board of Directors when it is necessary to replace an independent director by co-option or in the general case of having to co-opt an director;
(j) it monitors the observance and periodic updating of the corporate governance rules and compliance with the codes of conduct that may have been adopted by the Company and its subsidiaries. The Committee is also in charge of proposing how and when to carry out the annual self-evaluation of the Board of Directors. 

Last update: 05/03/2018 - 10:30