IGD SiiQ

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The Internal Control and Risk Management System

Director in charge of the Internal Control and Risk Management System

 

The Board of Directors, in light of the changes linked to the new Corporate Governance Code, called upon the Chairman of the Board of Directors, Elio Gasperoni, to act as the Director in Charge of the Internal Control and Risk Management System  who, following this assignment, is considered an executive director.  Previously, the executive director in charge of the internal control system had been the Chief Executive Officer.

More in detail, the Director in Charge of the Internal Control and Risk Management System:

  • identifies – working with the Chief Executive Officer to the extent necessary - the main business risks of the Company and its subsidiaries, and periodically submits the findings to the Board of Directors for examination;
  • executes the guidelines defined by the Board of Directors, monitoring the planning, implementation and management of the internal control and risk management system, while constantly verifying its overall adequacy, efficacy and efficiency;
  • reports periodically to the Board of Directors, as requested by the Board, on the status of risk identification, the overall management of the control system, its functioning and implementation of proposed measures;
  • adapts this system to any change in operating conditions, the law or regulations;
  • may ask internal audit to carry out verifications relating to specific operations and the compliance with rules and internal procedures in the execution of corporate transactions, informing the Chairmen of the Control and Risk Committee and the Board of Statutory Auditors  of the results;
  • informs the Board of any problems encountered while carrying out the activities referred to so that the Board of Directors may adopt the necessary measures.

 

Head of Internal Audit

 

In 2016 the Company’s Board of Directors resolved to appoint the company Grant Thornton Consultants srl to act as Head of Internal Audit in outsourcing for the three-yeras 2016-2017-2018.

More in detail, the Head of Internal Audit, who reports directly to the Board of Directors:

  • verifies, continuously, as well as when specific needs arise and in accordance with international standards, the functioning and adequacy of the internal control and risk management system, based on an audit plan, prepared by the Head of Internal Audit and approved by the Board of Directors based on a structured analysis and prioritization of the main risks;
  • is not responsible for any operational areas and reports directly to the Board of Directors;
  • has direct access to all the information needed to carry out the assignment;
  • prepares periodic reports containing adequate information regarding the activities, how risk management is carried out, as well as the status of the plans defined.  The periodic reports contain an evaluation as to the adequacy of the internal  control and risk management system;
  • prepares reports about important events in a timely manner;
  • provides the above reports to the Chairman of the Board of Statutory Auditors, the Control and Risk Committee and the Board of Directors, as well as the Director in Charge of the Internal Control and Risk Management System (i.e. the Chairman of the Board of Directors);
  • verifies, as part of the audit plan, the reliability of the IT accounting systems.

 

The Head of Internal Audit coordinates the ERM process, ensuring that the Chief Executive Officer, the Control and Risk Committee and, when requested, the Board of Directors, are provided with progress reports. 

 

Coordination of the Internal Control and Risk Management System Personnel

 

The methods of operation described below  are designed to facilitate the coordination of the control activities.

The Chairman of the Control and Risk Committee and the Chairman of the Board of Statutory Auditors will meet at least once a year as convened by the Chairman of the Board of Statutory Auditors to discuss the results of their respective control activities, to evaluate planning and the possible coordination of their respective activities.  Toward this end, the Chairman of the Board of Statutory Auditors will not only coordinate the work of the statutory auditors,  but will also act as the link with the other corporate entities involved in the supervision of the control systems.

Other parties may be invited to attend the meetings which, in addition to periodically, may be called anytime there is a specific need and may include, in addition to the respective committees and bodies, including not as a group, the Director in Charge of the Internal Control and Risk Management System, the Head of Internal Audit, the Financial Reporting Officer,  and the Chairman of the Supervisory Board.

 

 
 
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