|Giovanni Naccarato||Statutory Auditor|
|Alessandra Stabilini||Statutory Auditor|
|Alessandro Sapienza||Alternate auditors|
|Valeria Galardi||Alternate auditors|
|Cristiano Proserpio||Alternate auditors|
Hitachi Rail STS adopts the traditional corporate and control model, in which the supervisory functions are assigned to the Board of Statutory Auditors.
The Board of Statutory Auditors has the task of supervising, pursuant to the rules of the Civil Code, and of the Consolidated Law on Statutory Audits (Legislative Decree no.39/2010) taking into consideration also the principles of conduct recommended by the Italian National Councils of Chartered and Registered Accountants.
In particular, the Board of Statutory Auditors, following its function of Committee for Internal Control and Accounts Auditing, has the task of supervising:
- in compliance with the law and with the By-laws;
- in compliance with the principles of sound management;
- the adequacy of the corporate organisational structure for matters under its responsibility, of the Internal Control System and of the Administrative and Accounting System, ensuring that the latter system accurately represents the operating management;
- the effectiveness of the Internal Control, Internal Audit and Risk Management Systems;
- the statutory audit of the annual accounts and consolidated accounts;
- the independence of the statutory auditor or the statutory auditing firm, particularly as concerns the provision of non-auditing services to the Company.
The Shareholder’s Meeting appoints the Board of Statutory Auditors (composed of three Statutory Auditors) and defines the annual fee for the members of the same. The Shareholder’s Meeting also appoints two Alternate Auditors.
The members of the Statutory Board are chosen from among those in possession of the professional and integrity requirements set forth by Ministry of Justice Decree no. 162 dated March 30, 2000. Pursuant to Article 1, paragraph 2, letters b) and c) of the Decree, commercial and tax law, company economics and company taxes, are considered subjects strictly pertaining to the company’s business.
The Board of Statutory Auditors in office, appointed by the Ordinary General Shareholders’ meeting of May 11, 2017, is comprised as follows: Antonio Zecca (Chairman), Giovanni Naccarato e Alessandra Stabilini. On the same date the Shareholders’ meeting appointed Alessandro Speranza, Valeria Galardi e Cristiano Proserpio as Alternate Auditors. The current Board of Statutory Auditors shall be in office until the Shareholders’ meeting convened for the approval of the Company’s Financial Statements as of 31 March 2020.