The Company bylaws attribute the power to appoint the Responsible Officer to the Board of Directors, after having received the opinion of the Board of Statutory Auditors; they also establish that this appointment expires when the term of the Board of Directors making the appointment expires. The Responsible Officer must be an expert on administration and control matters, and possess the proper requisites, as established for directors.
The Board of Directors, in compliance with the provisions of the FSA, has assigned the following duties to the Responsible Officer:
to organise adequate administrative and accounting procedures for the formation of the company financial reports and consolidated financial statements and all other communications of a financial nature;
to issue a written declaration attesting that the documents and communications of the Company disseminated to the market and the related financial reports, including mid-year reports, of the Company correspond to the documentary evidence, ledgers and accounting records;
to attest, with a specific report drawn up according to the model established in the CONSOB regulations, attached to the financial reports, half-yearly report and consolidated financial statements:
the adequacy and effective application of the procedures specified in paragraph a) above during the period to which the documents refer;
that the documents are drawn up in compliance with the applicable international accounting standards recognised in the European Community pursuant to EC regulation no. 1606/2002 of the European Parliament and Council of 19 July 2002;
that the documents correspond with the ledger entries and accounts;
that the documents are suitable to provide a true and correct representation of the economic, financial and equity situation of the Company and the set of business included in the consolidation;
for the statutory and consolidated financial reports, that the report on operations includes a reliable analysis of their progress and results, of the situation of the Company and the set of businesses included in the consolidation, together with descriptions of the principal risks and uncertainties to which they are exposed;
for the abbreviated half-yearly report, that the half-yearly report on operations contains a reliable analysis of the information specified in subsection 4 of article 154 of the FSA.
The Board of Directors ensures that the Responsible Officer has adequate means and powers to perform the duties assigned to him, and monitors that the administrative and accounting procedures are effectively respected.
For this purpose the Responsible Officer reports, at least once a year, to the Board of Directors, either directly or through the Committee for Internal Control and Corporate Governance and to the Board of Statutory Auditors for those matters within its remit.
He promptly reports to the delegated administrative body, to the Board of Directors, also through the Committee for Internal Control and Corporate Governance, on any matters of significant relevance that he believes must be declared in the report specified in article 154-bis of the FSA unless corrected.
The Responsible Officer is invited to attend the meetings of the Board of Directors of the Company at which examination of the economic and financial data of the Company is on the agenda.
The Responsible Officer has direct access to all the information necessary for the production of the accounting data, without the need of any authorisation, shares the internal flows for accounting purposes, and approves all the company procedures that have an impact on the economic, financial and equity situation of the Company.
The Responsible Officer is granted all powers of an organisational and management nature needed to perform the tasks attributed to him by the current regulations, the Company bylaws and the Board of Directors.
To exercise the powers conferred to him he is granted full economic autonomy.
After the favourable opinion of the Board of Statutory Auditors, Responsible Officer in charge is Francesco Tanzi (Board of Directors' Meeting, 16th September 2009).