In compliance with the provisions of the Corporate Governance Code for Listed Companies promoted by Borsa Italiana, the Control and Risk Committee is comprised of three Non-Executive Directors, with a majority of independent directors, who have adequate expertise in accounting, financial and risk management matters.*
Committee meetings are attended by the Chairman of the Board of Statutory Auditors or another auditor designated by him or, depending on the topics to be discussed, by all members of the Board of Statutory Auditors; meetings may also be attended by the Chairman of the Board of Directors, the executive Deputy Chairman and the Chief Executive Officer, who are entitled to participate in the discussion of the agenda items and to identify adequate actions to confront critical or potentially critical situations, as well as, the Director in charge of the Internal Control and Risk Management System and the Manager responsible for preparing the company's financial reports.
Employees of ERG Group companies, representatives of the independent auditor and, in general, persons whose presence is deemed necessary or appropriate for the discussion of the agenda items may be invited to attend Committee meetings.
The Head of Internal Audit, Risk and Compliance shall be invited to attend the meetings in order to report to Committee, at least once a quarter, on the activity carried out from time to time. The Committee organises its work in such as way as to combine comprehensive information flows and efficiency of operation with maximum independence of its members. In particular, resolutions are taken without other parties being present.
In 2015, the Committee held 9 meetings – all duly recorded in minutes – during which, in addition to the preventive review of the Financial Statements, of the half-year report and of the economic and financial data of interim reports on operations, it examined topics pertaining to the following macro-issues:
- Group Governance;
- Control and risk management system;
- Compliance requirements connected with Italian Legislative Decree no. 231/01;
- The Group's administrative and accounting processes.
The average duration of the meetings held by the Committee was around 2 hours.