The Board of Statutory Auditors, according to the Italian Legislative Decree 58/1998, oversees:
- compliance with the law and the Bylaws;
- compliance with correct administration standards;
- the adequacy of the Company’s organisational structure as regards the aspects within its remit, the internal control system and the administrative-accounting system, as well as the reliability of the latter in correctly representing the management operations;
- the methods of actual implementation of the corporate governance rules laid down in the Corporate Governance Code to which the Company adheres;
- the adequacy of the instructions given by the Company to the subsidiaries to ensure the correct fulfilment of the reporting obligations laid down by law.
Moreover, pursuant to Legislative Decree 39/2010, the Board of Statutory Auditors, as the “Internal Control and Auditing Committee” is responsible for:
- informing the Board of Directors of the outcome of the external audit, sending it the additional report prepared by the independent auditor accompanied by any observations;
- monitoring the financial disclosure process and presenting recommendations or proposals intended to ensure its integrity;
- checking the efficiency of the internal quality control and business risk management systems and of the internal audit, as regards the financial reporting of Italmobiliare, without infringing their independence;
- monitoring the statutory audit of the financial statements and the consolidated financial statements, also taking into account any results and conclusions of the quality checks carried out by Consob;
- checking and monitoring the independence of the independent auditor, in particular as regards the adequacy of the provision of services other than the audit;
- the procedure to select the external auditors or independent auditors, recommending to the Shareholders' Meeting, once the selection is complete, the external auditors or independent audit firms on which to confer the assignment.
Born in Milan, July 30, 1956.
Degree in Law from the University of Milan.
Lawyer since 19 May 1983, he is admitted to the Supreme Court of Cassation. He is active in M&A, private equity and financial instruments. After years of experience in Italian and international firms, he is currently a partner of E. Morace & Co. (Milan - Naples).
He is currently Chairman of the Board of Statutory Auditors of Parmalat S.p.A., Sorgent.e Holding S.p.A., Padua, Statutory Auditor of Green Stone SICAF S.p.A., Rome and Director of 3iP SGR S.p.A., Rome. He was Chairman of the Board of Statutory Auditors of listed companies, such as Interpump Group S.p.A., Permasteelisa S.p.A. and Banca Italease S.p.A., as well as Independent Director of Guala Closures S.p.A. He was Director and Chairman of the Board of Statutory Auditors of unlisted companies. Author of three books and forty articles in banking, corporate and insolvency law.
Born in Milan, January 10, 1959.
Degree in economics & commerce – University of Brescia.
Certified public accountant in Brescia.
She is a practising certified public accountant and registered auditor.
Her professional assignments have allowed her to gain broad experience, notably in financial, fiduciary and industrial companies, and detailed knowledge of legal and tax matters.
She is currently Chairman of the Board of Statutory Auditors of Berna Ernesto S.p.A., BMSP S.p.A., Bonera S.p.A., Molemab S.p.A., Serum Italia S.p.A. and Iseo Serrature S.p.A.
She is also Sole Statutory Auditor of Autobase S.r.l., Finsippe S.r.l. and Sige S.r.l.; and Standing Statutory Auditor of Almag S.p.A., Bival S.p.A., Brawo S.p.A., Doc Servizi Soc. Coop. and Carlo Tassara S.p.A.
She has also gained experience as a director in a company listed on the Milan Stock Exchange, where she chaired the Committee of Independent Directors and was a full member of the Audit and Risk Committee.
Born in Milan, June 18, 1964.
Degree in Economics and Business from Milan Catholic University.
Associate Professor in the Faculty of Banking, Financial and Insurance Studies, Milan Catholic University.
Chartered accountant, registered in the Milan chartered accountant’s register. Qualified auditor, registered in the register of auditors instituted by the Italian Ministry for the Economy and Finance.
He is a Director, Member of the Executive Committee, of Mediobanca S.p.A. and Chairman of the Board of Directors of Spafid S.p.A.
He is a Statutory Auditor of Edison S.p.A. and Transalpina di Energia S.p.A.
He is an Independent Auditor of the Academy Foundation of Arts and Crafts of the Teatro alla Scala.