With the assistance of the Control and Risk Committee and via the work carried out by the Director in Charge of the Internal Control and Risk Management System, the Board of Directors:
- defines the guidelines of the internal control and risk management system, so that the main risks concerning the company and its subsidiaries are correctly identified and adequately measured, managed and monitored, and determines the level of compatibility of such risks with the management of the company in a manner consistent with its strategic objectives;
- evaluates, at least on an annual basis, the adequacy of the internal control and risk management system given the characteristics of the company and its risk profile, as well as its effectiveness;
- approves, at least on an annual basis, the work plan drafted by the Head of Internal Audit, after hearing the Board of Statutory Auditors and the Director in Charge of the Internal Control and Risk Management System;
- describes, in the corporate governance report, the main features of the internal control and risk management system, expressing its evaluation on its adequacy;
- having heard the Board of Statutory Auditors, assesses the findings reported by the external auditor in the suggestions letter, if any, and in the report on the main issues resulting from the audit;
- on the proposal of the Director in Charge of the Internal Control and Risk Management System, and on receipt of an opinion in favour from the Control and Risk Committee and having heard the Board of Statutory Auditors:
- appoints the Head of Internal Audit and revokes that appointment;
- ensures that such a person is provided with the adequate resources for the fulfilment of his/her responsibilities;
- define the relevant remuneration consistently with company’s policies.
In addition, the Board of Directors:
- supervises to ensure that the person responsible for the preparation of the corporate financial documents has the appropriate powers and means to be able to carry out the duties and responsibilities assigned to him/her, also supervising effective compliance with the administrative and accounting procedures;
- adopts the Organization, Management and Control Model provided for by Legislative Decree No. 231/2001 and approves any subsequent amendments or updates thereto;
- appoints the members of the Supervisory Body and revokes such appointments in compliance with the provisions of the Organisation, Management and Control Model.