Control, risks and sustainability committee

The Board of Directors has established within itself the Control, Risk and Sustainability Committee, composed of three independent directors and entrusted with advisory, propositional, and monitoring functions.

Composition

CIR’s Control, Risk and Sustainability Committee brings together non-executive and independent directors with experience in accounting, finance, risk management, and sustainability.

Maria Serena Porcari

Chairman – Non-executive and independent director

Tommaso Nizzi

Non-executive and independent director

Elisabetta Oliveri

Non-executive and independent director

Role and functions

The Control, Risk and Sustainability Committee performs advisory, propositional, and monitoring functions with regard to the Company’sThe Control, Risk and Sustainability Committee performs advisory, propositional, and monitoring functions with regard to the Company’s internal control and risk management system and sustainability strategies, and supports the Board of Directors in defining the guidelines of the Company’s internal control and risk management system and in assessing its adequacy each year.
The composition of the committee ensures the presence of expertise and/or experience in finance and/or risk management. In particular, the committee carries out analyses and issues opinions, reporting to the Board of Directors, on the following matters:

  • definition of the guidelines of the internal control system and annual verification of the adequacy of the system itself;
  • proper use of accounting principles and their consistency for the preparation of the separate and consolidated financial statements, after hearing the manager in charge of preparing the corporate accounting documents, the statutory auditor, and the Board of Statutory Auditors;
  • proper use of the standards adopted for the preparation of non-financial reporting, after hearing the competent group function, the statutory auditor, and the Board of Statutory Auditors;
  • adequacy of periodic information, financial and non-financial, to correctly represent the business, strategies, and performance of the Company and the group, including non-financial parameters;
  • assessment of the findings presented by the statutory auditor in any letter of suggestions and in the additional report addressed to the control body;
  • identification of the Company’s main risks and of the impacts on it of the risks of the subsidiaries, as formulated by the latter, and management of Company risks arising from detrimental events of which the Board of Directors and/or the committee becomes aware;
  • appointment and removal of the head of the internal audit function (including in the event of outsourcing), having assessed the characteristics of independence, professionalism and, if external, organization, and remuneration thereof;
  • monitoring of the autonomy, adequacy, effectiveness, and efficiency of the internal audit function;
  • the Company’s annual internal audit plan;
  • significant outcomes of the audit activities carried out, as shown in the periodic reports prepared by the function; in this regard, in addition to expressing its assessment of the plan, the committee may request the internal audit function to carry out audits on specific operational areas, giving simultaneous notice to the chair of the Board of Statutory Auditors and of the Board of Directors.


Participation in the meetings of the Control, Risks and Sustainability Committee

The table presents the participation of directors, in percentages, in the meetings of the Control, Risks and Sustainability Committee. In 2019, the Committees of COFIDE met five times.

Participation in the 2019 meetings of the Control, Risks and Sustainability Committee

COFIDE PRE-MERGER

AZZERA_FILTRI_NO

societaNameRole % of partecipation
COFIDE PRE-MERGERMassimo CremonaChairman100%
COFIDE PRE-MERGERPaola DubiniCommittee Member100%
COFIDE PRE-MERGERFrancesco GuastiCommittee Member100%
COFIDE PRE-MERGERPia Hahn Marocco Committee Member100%
COFIDE PRE-MERGERMaria Serena PorcariCommittee Member100%
CIR PRE-MERGERGiannini SilviaChairman100%
CIR PRE-MERGERBotticini MaristellaCommittee Member100%
CIR PRE-MERGERFrancesca PasinelliCommittee Member100%
CIR PRE-MERGERClaudio RecchiCommittee Member80%