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The Internal Control Committee is comprised entirely of independent directors. The mission of the Committee is to assist the Board of Directors in discharging its own duties by providing it with advice and proposals concerning the reliability of the accounting system and financial information, the Internal Control System, the examination of the proposals for the engagement of the external auditors and the supervision of internal audit activities.
In particular, the Committee must:
• assist the Board of Directors in the definition of guidelines for the Internal Control System and with periodic audits of its appropriate and actual functioning in order to ensure identification and proper handling of the principal risks faced by the Company;
• assess the operating plan prepared by the Compliance Officer and receive his periodic reports;
• report to the Board of Directors on the adequacy of the Internal Control System at least once every six months, at the time the annual report and first-half report are approved;
• assess the organizational position and ensure the actual independence of the Compliance Officer in the performance of his duties in accordance with, among other things, Legislative Decree no. 231/2001 on the administrative liability of companies;
• assess the Whistleblowings Management Procedure and, with the support of the Compliance Officer, review the reports received with the aim of monitoring the adequacy of the Internal Control System;
• assess, in collaboration with the Chief Administrative Officer and the external auditors: (a) the adequacy of adopted accounting principles and (b) their uniformity in view of preparation of the consolidated financial statements;
• with the assistance of the Compliance Officer, the Chief Administrative Officer and the Head of Internal Audit, assess the proposals received from candidates for the position of external auditors and submit to the Board of Directors an opinion on the motion for engagement of the external auditors, which the Board of Directors will then submit to the Stockholders Meeting;
• assess the audit operating plan and the results set forth in the audit report and letter of suggestions;
• review, with the support of the Compliance Officer, proposals for the assignment of non-audit services to the external auditors or other related parties that have ongoing relationships with them. These services must nevertheless be allowed under applicable norms and they shall be submitted for approval to the Board of Directors, after having heard the opinion of the Board of Statutory Auditors;
• assess the position, organizational structure and operating plan of Internal Audit.