The Control and Risk Committee was originally created on 7 October 2009, by resolution of the Board of Directors of 3 September 2009, as a result of the start of trading of ordinary shares on the MTA, pursuant to art. 2.2.3, paragraph 3 (o) of the Stock Exchange Regulation.
The current Committee was formed by resolution of the Board of Directors of 30 April 2015. It comprises the following 3 non-executive Directors, all of whom are independent:
|Name and surname||Role|
|Alessandro Foti||Independent Director and Chairman|
|Catherine Gérardin Vautrin||Independent Director|
|Raffaello Napoleone||Independent Director|
Functions attributed to the Control and Risk Committee
The Control and Risk Committee has a consultative role and makes proposals to the Board of Directors. Specifically, the Committee:
- in conjunction with the Director responsible for preparing the Company’s financial statements, and after consulting the external auditor and the Board of Auditors, evaluates the correct use of the accounting standards and their uniformity for the purposes of preparing the Consolidated Financial Statements;
- expresses opinions on specific aspects relating to identification of the Company’s main risks;
- examines periodic reports on assessments of the control and risk management system and other matters of particular importance, prepared by the Internal Audit department;
- monitors the independence, adequacy, effectiveness and efficiency of the Internal Audit department;
- may ask Internal Audit to carry out checks on specific operational areas, notifying the Chairman of the Board of Auditors at the same time;
- reports to the Board of Directors, at least every six months, at the time of the approval of the annual and interim financial statements, on the activities carried out and the adequacy of the control and risk management system;
The Control and Risk Committee must carry out its duties in conjunction with the Board of Auditors, the Director in Charge and the Internal Audit Manager.
The meetings of the Control and Risk Committee are duly minuted.
In performing its functions, the Remuneration Committee has access to the information and Company departments necessary to fulfil its duties, and may also use external consultants, within the terms established by the Board.