Control and Risk Committee

Massimo Belcredi
Chairman
Mara Anna Rita Caverni
Member
Barbara Cominelli
Member
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.*

Meetings may also be attended by the Chairman of the Board of Directors, the Executive Deputy Chairman, the Director in charge of the Internal control and risk management system, 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 (also depending on the topics to be discussed), the Chief Audit Officer, the Manager responsible for preparing the company's financial reports, the Head of Group Administration, the Head of Group Risk Management & Corporate Finance and the Head of Corporate Affairs.

Employees of 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 is invited to attend the meetings in order to report to the Committee, at least once a quarter, on the activity carried out from time to time.

The Manager responsible for preparing the Company's financial reports is invited to attend the meetings in order to inform the Committee, at least quarterly (where interim management statements are published), about the accounting standards applied in the preparation of periodic financial statements and, at least semi-annually, about the activity
carried out from time to time in accordance with Article 154- bis of the Consolidated Finance Law.

The Head of Group Administration is invited to attend meetings in order to report to the Committee, semi-annually, on the activity carried out from time to time with reference to Compliance with Law 262/05.

The Head of Group Risk Management & Corporate Finance is invited to attend the meetings in order to report to the Committee, at least quarterly, on the activity carried out from time to time with reference to Risk Management.

The Head of Corporate Affairs is invited to attend the meetings in order to report to the Committee, at least semiannually, on the activity carried out from time to time with reference to Compliance with Legislative Decree 231/01.

The Committee meets at least quarterly, according to a schedule set with sufficient advance notice.

In 2016, the Committee held 13 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.
(Source: Executive Summary, ERG Report on Corporate Governance and Ownership at 31.12.2016)

Frequency

Frequency
(Source: ERG Report on Corporate Governance and Ownership at 31.12.2016)

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