The Control and Risks Committee comprises three non-executive and independent directors:
- Laura Guazzoni (Chairman)
- Giulio Antonello
- Gloria Marino
The members of the Committee are in office until the end of the term of directors and, therefore, until the approval of the financial statements as of 31 December 2019.
The Control and Risks Committee advises and makes proposals to the Board of Directors with the task of supporting, through adequate preliminary activities, the assessments and decisions of the Board of Directors regarding the adequacy of the internal control and risks management system and definition of the guidelines, as well as those relating to the approval of periodic financial reports.
The Committee coordinates its activities, to the extent that it falls under its responsibility, with those of the Board of Statutory Auditors, the Audit Firm, the Internal Audit Manager, as well as the Director in charge of the internal control and risks management system, and the Manager in charge of drafting accounting and corporate documents.
In particular, the following functions have been assigned to the committee:
- to provide advance opinions to the Board of Directors for the execution of the tasks assigned to the Board by the Corporate Governance Code for internal control and risk management; in particular, to express binding opinions in the case of resolutions concerning the appointment, revocation, remuneration and endowments of resources of the head of the Internal Audit function;
- to examine the periodic reports of the Internal Audit function itself regarding the assessment of the internal control and risk management system, and of those of particular relevance prepared by the same function;
- to evaluate, together with the manager in charge of preparing the corporate accounting documents, after consulting with the statutory auditor and the Board of Statutory Auditors, the correct use of the accounting standards used and their uniformity for the purpose of preparing the consolidated financial statements;
- to monitor the independence, adequacy, effectiveness and efficiency of the Internal Audit function;
- to ask the Internal Audit function to carry out checks on specific operational areas, communicating simultaneously with the Chairman of the Board of Statutory Auditors;
- to report to the Board, at least once every six months, on the occasion of the approval of the annual and half-year financial report, on the activity carried out and the adequacy of the internal control and risk management system;
- to express, also at the request of the Director in charge of the control and risk system, opinions on specific aspects concerning the identification of the main business risks as well as the design, implementation and management of the internal control and risk management system;
- to support the assessments and decisions of the Board of Directors relating to risk management deriving from prejudicial facts which the Board of Directors has become aware of.
In 2017, the Control and Risks Committee held 2 meetings, duly reported, with the participation from time to time of the members of the Board of Statutory Auditors, the Internal Audit Manager, the Supervisory and Control Body, and the Head of the Legal Affairs Department, meeting also with the audit firm Deloitte & Touché and the managers of some business departments.
With reference to the activities carried out during the 2017 financial year, it is noted in particular that the Control and Risks Committee:
- evaluated and monitored the work plan prepared by the director in charge of the internal control and risk management system;
- reviewed and approved the 2017-2019 three-year Audit Plan and the 2017 Operational Plan prepared by the Head of Internal Audit, and monitored the correct implementation thereof;
- analysed the reports prepared by the Internal Audit manager relating to the various company processes (IT, drafting of financial statements, management of transposals, management of human resources, sales and distribution, etc.) and identified risks;
- examined the periodic reports of the same and imparted consequent eventual indications to the management of the Company on corrective and/or improvement actions based on the surveys carried out;
- verified the compliance/adaptation of the Company to the indications provided;
- with the help of Internal Audit, it carried out an audit and analysis on the adequacy of the company organization, also in light of the new internal organisational structure adopted to implement the new activity of the RDM Group; therefore, it has identified areas for improvement and has taken note of the activities in this sense already implemented by the Company in order to monitor the adequacy of the organizational structures, procedures and corporate methods;
- monitored, constantly updating itself with the collaboration of the Head of Internal Audit and with the Company’s legal department, the developments of the recent regulatory changes concerning the management of insider information and the adaptation of the regulatory framework to the European rules on market abuse introduced by the EU regulation no. 596/2014;
- examined the business plan for analysing and evaluating the operating and control procedures followed within the Group’s foreign companies, with the aim of implementing and/or standardizing the same rules, ensuring their compliance with the mandatory legal provisions;
- reviewed and verified the updating of the administrative and accounting procedures issued by the manager in charge following the new definition of the scope of the RDM Group;
together with the manager in charge of preparing the corporate accounting documents, the auditors and the Internal Audit, it assessed the application of the administrative and accounting procedures described above.