The Board of Statutory Auditors is the Company’s control body, tasked with overseeing compliance with the law and the bylaws, with the principles of proper management and, in particular, with the adequacy and functioning of the internal control and risk management system.
The current Board of Statutory Auditors of CIR, appointed by the Shareholders’ Meeting of April 28, 2023, is in office for the three-year period 2023–2024–2025.
Appointment
The members of the Board are appointed on the basis of lists submitted by shareholders who, individually or jointly, hold at least 2.5% of the share capital, as provided for in the Company Bylaws.
The statutory auditors currently in office were designated as follows:
- From the majority list submitted by F.lli De Benedetti S.p.A., the controlling shareholder, the standing auditors Maria Maddalena Gnudi and Francesco Mantegazza were drawn.
- From the minority list submitted by Alessandro Nizzi and Beatrice Baroncelli, the Chair, Giovanni Barbara, was drawn.
Composition and role
The Board of Statutory Auditors oversees the effectiveness of the Company’s risk control and management system and the adequacy of its organizational, administrative, and accounting structure.
The Board of Statutory Auditors verifies:
- compliance with the law and the Bylaws;
- compliance with the principles of proper management;
- the adequacy of the organizational structure; the effectiveness of the internal control system and of the administrative-accounting system;
- the concrete implementation of corporate governance rules set out in the Corporate Governance Code.
Attendance at Meetings of the Board of Statutory Auditors
The table shows the attendance of the statutory auditors at the meetings of the Board of Statutory Auditors in 2024. The Board of Statutory Auditors appointed on April 28, 2023 met 10 times during 2024.
| First name and surname | Position | year of birth | Date of first appointment |
In office since | In office until | List | Independence code |
Attendance of meetings |
Number of position in other listed companies |
|---|---|---|---|---|---|---|---|---|---|
| Francesco Mantegazza |
Chairman | 1973 | 08.06.2020 | 08.06.2020 | 31.12.2022 | Majority | X | 22/22 | – |
| Maria-Maddalena Gnudi |
Statutory auditor | 1979 | 08.06.2020 | 08.06.2020 | 31.12.2022 | Majority | X | 22/22 | 1 |
| Gaetano Rebecchini |
Statutory auditor | 1987 | 08.06.2020 | 08.06.2020 | 31.12.2022 | Majority | X | 22/22 | – |
| Antonella Dellatorre |
Alternate auditor | 1971 | 30.06.2014 | 08.06.2020 | 31.12.2022 | Majority | X | – | – |
| Luigi Macchiorlatti Vignat |
Alternate auditor | 1963 | 24.04.2002 | 08.06.2020 | 31.12.2022 | Majority | X | – | – |
| Gianluca Marini |
Alternate auditor | 1965 | 08.06.2020 | 08.06.2020 | 31.12.2022 | Majority | X | – | – |
Notes
(1) It should be noted that, at the time of appointment of the current Board of Statutory Auditors, appointed on April 28, 2023, four slates of candidates were presented. Quorum required for the submission of slates: 2.5%.
(2) The “date of first appointment” of each statutory auditor refers to the date on which the auditor was first appointed (ever) to the Issuer’s Board of Statutory Auditors.
(3) In the “List” column, the slate from which each statutory auditor was drawn is indicated (“M”: majority slate) (“m”: minority slate).
(4) In the “Attendance at Board meetings” column, the attendance of statutory auditors at meetings of the Board of Statutory Auditors is indicated (specifically, the number of meetings attended compared to the total number of meetings they could have attended).
(5) In the “No. of offices in other listed companies” column, the number of positions held by the person concerned as director or statutory auditor in other companies listed on regulated markets, including foreign ones, is indicated. The number of offices held by the person concerned as director or statutory auditor pursuant to Art. 148-bis of the Consolidated Law on Finance (TUF) and the related implementing provisions contained in the Consob Issuers’ Regulation is published by Consob on its website pursuant to Art. 144-quinquiesdecies of the Consob Issuers’ Regulation.
