IGD SiiQ

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Control and Risks Committee

Establishment and composition

The Control and Risks Committee is made up of three non-executive directors, all of them are independent.

 

Functions

This Committee provides the Board of Directors with a preliminary opinion regarding the execution of the following functions:

  • definition of the guidelines for the Company’s internal control and risk management system so that the risks faced by the Company and its subsidiaries are correctly identified, assessed, managed and monitored, while also determining the extent to which these risks are compatible with the correct management of the business and the strategic objectives identified;
  • yearly evaluation as to the adequacy of the internal control and risk management system with respect to the type of business and risk profile, as well its efficacy;
  • approval, at least yearly, of the work plan prepared by the Head of Internal Audit, after having consulted with the Board of Statutory Auditors and the director, Head of the Internal Control and Risk Management System;
  • description of the main characteristics of the internal control and risk management system, providing its own evaluation as to the adequacy of the former;
  • evaluation, after having consulted with the Board of Statutory Auditors, of the findings of the external  auditors in the letter of recommendations and the report on the main issues that emerged during the financial audit;
  • appointment and suspension, as proposed by the Director in Charge of Control and Risk Management System and after having consulted with the Board of Statutory Auditors, of the Head of Internal Audit.

The Control and Risks Committee, in addition to assisting the Board of Directors on the matters above, also:

  • assesses, along with the Financial Reporting Officer and after having consulted with the external  auditors and the Board of Statutory Auditors, the appropriateness of the accounting standards adopted and, if Groups are involved, their uniformity with a view to the preparation of the consolidated financial statements;
  • expresses opinions on specific aspects concerning the identification of business risks;
  • examines the periodic reports in which the internal control and risk management system is evaluated, along with any particularly relevant reports prepared by internal audit;
  • monitors the independence, adequacy, efficacy and efficiency of the internal audit function;
  • may ask internal audit to carry out controls of specific operating units, while, at the same time, advising the Chairman of the Board of Statutory Auditors;
  • reports to the Board of Directors at least every six months, when the annual and interim reports are approved, on the work performed and the adequacy of the internal control and risk management system.

 The Control and Risks Committee currently in charge met 7 times in 2016 and each meeting lasted approximately one hour and thirty minutes.

The new committee, appointed in the Board of Directors' meeting of 17 April 2015, is composed as follows:

 

Name Role Attendance
Elisabetta Gualandri Independent director (Chairman) 100%
Livia Salvini Independent director 86%
Rossella Saoncella Independent director 100%
 

 
 
 
 
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