The Control and Risks Committee comprises three non-executive and mostly independent directors:
- Laura Guazzoni (Chairman)
- Giulio Antonello
- Sara Rizzon
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 2022.
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 2020, the Control and Risks Committee held 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 2020 financial year, it is noted in particular that the Control and Risks Committee:
- on the occasion of the preparation of the Financial Statements as at 31 December 2019, assessed, together with the Manager responsible for preparing the company’s financial reports and the auditors, the procedures and impairment tests carried out, the correct use of the accounting standards and their application for the purposes of preparing the separate and consolidated financial statements;
- monitored the effectiveness of the audit process.
- examined the Corporate Governance Report;
- planned its activities for the 2020 financial year.
- reviewed the 2020-2022 Three-Year Audit Plan and the 2020 Operational Audit Plan prepared by Internal Audit.
- analyzed the Audit reports distributed by Internal Audit and related to the activities already foreseen in the 2019 Plan as well as those related to the Operational Audit Plan for the year 2020;
- analyzed the reports prepared by the Head of Internal Audit relating to the various business processes (management of IT processes and related follow-up, management of processes related to data closure for the purposes of the Consolidated Financial Statements, Annual Financial Statements, personnel management and action on the Code of Ethics in the RDM Group, management of the condensed half-yearly Financial Statements, data closure and Reporting Package in the Group’s foreign subsidiaries, management of the Passive Cycle in the Italian plants, management of credit in the Group’s foreign subsidiaries, data closure for the purposes of the Interim Report), and identified risks;
- examined the periodic reports of the Internal Audit and consequent possible indications to the Company’s management of corrective and/or improvement actions on the basis of the findings made;
- verified the Company’s compliance/adaptation to the indications provided;
- analyzed, with the help of the Internal Audit, a verification and analysis activity on the adequacy of the Company’s organization; therefore, it examined possible areas for improvement and took 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;
- examined the progress made within the Group’s foreign companies, in order to implement and/or standardize the same operating and control rules, ensuring their compliance with the mandatory provisions of law;
- evaluated, together with the Manager in charge of preparing the company’s financial reports, the auditors and the Internal Audit department, the application of the above-mentioned administrative and accounting procedures;
- assessed and monitored the activities of the Director in charge of the internal control and risk management system;
- examined and approved the 2020-2022 Three-Year Audit Plan, prepared by the Head of Internal Audit, and monitored its proper implementation;
- examined the changes made to the administrative and accounting procedures issued by the Manager in Charge of Financial Reporting, as well as the new operational control procedures adopted at Group level;
- maintained regular contact with the Board of Statutory Auditors and the Independent Auditors.