The Committee for Internal Control and Corporate Governance

Since 2000, a "Committee for Internal Control and Corporate Governance" was established within the Board of Directors, and it is entrusted with investigating and consulting powers.

In adherence to the best practices and in full compliance with provisions set forth by the Self-Regulatory Code, the "Committee for Internal Control and Corporate Governance" includes independent Directors only, and at present they are the following:

• Mr. Carlo Secchi (Chairman)       
• Mr. Carlo Angelici
• Mr. Franco Bruni

The required expertise in the financial and accounting fields of two of them (namely, of Mr. Carlo Secchi and Mr. Franco Bruni), has been certified by the Board of Directors.

The "Committee for Internal Control and Corporate Governance" is entrusted with investigating and consulting powers relating to the following tasks.

• Supporting the Board of Directors with:
  
  
  • drawing Internal Control System guidelines, thus ensuring that major  risks to the Company and its Controlled Companies be properly identified, assessed, faced, and monitored; besides, with determining the necessary criteria to ensure that the said risks do not affect fair and efficient Company management;
    
    
  • appointing one of the Executive Directors (usually among the Managing Directors) as Head of the Internal Control System;
    
    
  • performing yearly or more frequent evaluation of the efficacy and the effective operation of the Internal Control System;
    
    
  • describing Internal Control System key points in the Report on Corporate Governance, also providing its own evaluation of the overall performance of the said system;
    

• As regards the Head of the Internal Control, and the Manager in charge of drawing Company accounting records, giving its own opinion about their appointment, recall, and powers granted;
  
  
  • Jointly performing with Company Financial Officers, with the Manager in charge of drawing Company accounting records, and with Auditors, the evaluation of proper utilization of accounting standards, and of their equal adoption by every Company within the Group, in order to draw the Consolidated Financial Statements;
    
    
  • Upon request of the Executive Director entrusted with the relevant assignment, giving its own opinion on particular aspects relating to major risks to the Company,  and on Internal Control System plan, organization, and management;
    
    
  • Examining operation plans provided by Internal Control Heads, and their recurrent Reports;
    
    
  • Evaluating the recommendations suggested by the Auditing Firm in order to be entrusted with the relevant assignment, as well as the operation plan provided by them for auditing performance, and the results outlined in their Report and in the Letter of Recommendations, if any;
    
    
  • Monitoring auditing process and its efficacy;
    
    
  • Ensuring that operations with related parties be performed  in compliance with those principles provided by the Company itself for such purpose;
    
    
  • Reporting performed action to the Board of Directors on a regular basis in every first subsequent meeting, and reporting on the Internal Control System and its proper functioning on occasion of Balance Sheet  approval and half-yearly report;
    
    
  • Ensuring that Corporate Governance Regulations be observed and periodically updated, and that provided operation standard principles, if any, be adopted by the Company  and its controlled Companies. The Committee is also in charge of suggesting terms and conditions for the Board of Directors' annual self-evaluation;
    
    
  • In case of replacement of an Independent Director, naming the candidates to the Board of Directors, in order to proceed with appointment by co-option;
    
    
  • Fulfilling further requirements by the Board of Directors, also related to monitoring the proper observance of procedures and the essential fairness of operations.
    

The Committee may be supported by external consultants; its Meeting is called every time its Chairman deems it necessary, or under request by any other member of the Committee or of the Board. The Board of Auditors is expected to attend every Meeting of the Committee, as well as – if deemed appropriate – other Representatives of the Company and/or the Group, and of the Auditing Firm.

All the members have always been provided in reasonable advance with the necessary information and documentation to acknowledge them on the subject matters under their examinations, thus allowing them to express their opinion, as far as such information/documentation have been available.

In order to perform its tasks, the Committee is fully independent as regards incurred expenses.

In addition, the Committee is granted the power to access any necessary information and Company Departments to perform its tasks; for such purpose, the Committee is supported by the Secretary of the Board of Directors.