Audit and Risk Committee
The Audit and Risk Committee has been entrusted with the duty to consult and support the Board of Directors decisions in matters relating to the internal control and risk management systems.
In compliance with the provisions of the new Corporate Governance Code of listed companies, the Board of Directors, at their meeting of February 13, 2012, set up the Audit and Risk Committee, previously identified as the Audit Committee. The Committee is currently comprised of three non-executive independent Directors. All members of this Committee have adequate knowledge and experience in matters of accounts and finance, as assessed by the Board at the time of their appointment.
The Senior Vice President of Internal Audit acts as the Secretary to the Committee and assists in implementing its activities.
During the implementation of its functions, the Committee is entitled to have access to information as well as to any Company department in order to fulfil its tasks, or it may avail itself of external consultants. The Committee defines an expense budget every year. The Company provides the Committee with financial resources commensurate with the budget approved by the Board of Directors.
The Board of Directors entrusts the Committee with the task of assisting it, by means of consulting and advisory functions, in fulfilling its responsibilities in the matter of internal control and, in particular, in setting guidelines for the internal control system and the periodical evaluation of its adequacy, efficacy and functionality. The Committee supervises the activities of the internal audit function and, more generally, deals with problems arising from internal control issues, with the support of other company structures, functions and bodies involved in the management and/or monitoring of the system.
The Committee is called upon to express its opinion on the interest of the Company in the completion of transactions with related parties, as well as on the convenience and substantial correctness of the underlying terms. Moreover, for transactions with related parties of greater importance, the Committee is involved in the preparatory stage of these transactions.
The responsibilities and methods of operations of the Audit and Risk Committee are governed by its own Regulations, approved by the Board of Directors on March 13, 2012.
The Audit and Risk Committee is currently comprised of: