The Company's Board of Statutory Auditors supervises the following, including in its role as audit committee:
- compliance with the law and with the articles of association;
- compliance with the principles of proper administration;
- the adequacy of the organizational structure of the company in terms of the matters that it is responsible for itself, of the internal control system and of the administrative and accounting system as well as on the reliability of the administrative and accounting system in providing a true representation of the facts relating to operations;
- the actual manner in which the corporate governance rules established in the codes of conduct drawn up by regulated market management companies or trade associations which, by way of notice to the public, the company states that it has adhered to;
- the adequacy of the instructions provided by the company to its subsidiaries pursuant to Section 114, paragraph 2 of Legislative Decree No. 58/1998;
- the financial disclosure process;
- the effectiveness of the internal control systems, the internal audit and risk management;
- the external audit of the annual accounts and the consolidated account;
- the independence of the external auditor or external auditing firm, in particular in terms of the provision of services to the company other than in relation to auditing;
- compliance by the procedures adopted by the company regarding transactions with related parties with the principles set out in the Regulations adopted by Consob with resolution No. 17221 of 12 March 2010, as subsequently amended, as well as compliance with those procedures themselves, reporting to the shareholders' meeting on this in accordance with Section 153 of Legislative Decree No. 58/1998;
As part of its work, the statutory auditors may ask the Internal Audit Department to carry out reviews of specific operational or business transactions.
The Board of Statutory Auditors promptly exchanges information that is relevant in carrying out its work with the Control and Risk Committee as well as with the other bodies and departments in the company that have duties regarding internal control.
In order, in addition, to carry out its duties, the Board of Statutory Auditors:
- attends the meetings of the Board of Directors;
- attends, in the person of the Chairman of the Board of Statutory Auditors (or another statutory auditor appointed by the same), the meetings of the Control and Risk Committee, with the other statutory auditors also able to attend these meetings;
- examines the period reports as well as the reports on particular significant events or following additional checks arranged and requested by the Head of the Internal Audit Department;
- provides the Board of Directors with its opinion on 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;
- provides the Board of Directors with its opinion regarding the approval of the work plan drafted by the Head of Internal Audit;
- provides the Board of Directors with its opinion regarding the appointment of the Head of the Internal Audit Department, revocation of that appointment and that person's remuneration, as well as the resources allocated to them;
- provide the Board of Directors with its opinion on: (i) the revocation of the appointment of the members of the Supervisory Body; (ii) the replacement of the Supervisory Body in full with a new Supervisory Body following the revocation of the appointment of all the previous members; (iii) the suspension from duty of one or member of the Supervisory Body.