Governance System

Governance people

The Board of Statutory Auditors is tasked with monitoring compliance with the law and the memorandum of association, proper management of the Company and the appropriateness of the internal control system. It also attends Board of Directors’ meetings and Shareholders’ Meetings.

The External Auditor appointed to carry out the external audit of the consolidated and separate financial statements is a company appointed by the Shareholders’ Meeting from those included in the register kept by Consob.

As set forth in Legislative Decree 231/2001, the Supervisory Board, inspects the implementation and functioning of the Organisational Model and is provided with initiative and control duties. The Supervisory Board may use external consultants to perform the necessary risk assessments and audits.

The Internal Audit function, with the task of checking, both continuously as well as in relation to specific requirements and in compliance with international standards, the operation and appropriateness of the internal control and risk management system, via an audit plan approved by the Board of Directors, which is based on a structured analysis of the main risks. The main strategic and operating risks are identified and assessed through a risk assessment, the results of which are described and discussed with all relevant bodies for the internal control and risk management system and with the Board of
Directors. This activity enables specific actions to be identified to mitigate the risks identified. Based on the economic and financial results achieved in the last few years, the Company considers that there are currently no significant uncertainties of an extent to raise significant doubts as to its ability to continue to operate as a going concern.

Pursuant to Article 19 of the Articles of Association, the Board of Directors is vested with the widest powers for the ordinary and extraordinary management of the Company, without limitation and therefore with the power to carry out all acts considered necessary to implement and achieve the corporate purpose, excluding only those strictly reserved by law to the Shareholders’ Meeting. In particular, the Board is exclusively responsible for, among other things, examining and approving strategic, business and financial plans, and the Group’s structure; the Board also oversees operating performance, and pays particular attention to possible conflicts of interest.

The Risk Control Committee (RCC), which has the task of supporting, with adequate preliminary investigation activity, evaluations and decisions of the Board of Directors regarding the internal control and risk management system, as well as of checking the proper application of accounting standards and their consistency for the purposes of preparing the consolidated financial statements.

The Remuneration Committee submits proposals or expresses opinions to the Board of Directors on the remuneration of executive directors, other directors with special duties and managers with strategic responsibilities and sets performance objectives associated with the variable component of their remuneration; it also monitors the application of the decisions adopted by the Board, checking in particular that the performance objectives are actually achieved.

The Sustainability Committee supervises all the company’s activities in the area of sustainability and reports to the Board of Directors.

The Executive in charge of the financial reporting, who has direct supervision of the control model pursuant to Law 262/2005 and of the related administrative and accounting procedures, in connection with the constant updating of the same