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.
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
societa | Name | Role | % of partecipation |
COFIDE PRE-MERGER | Massimo Cremona | Chairman | 100% |
COFIDE PRE-MERGER | Paola Dubini | Committee Member | 100% |
COFIDE PRE-MERGER | Francesco Guasti | Committee Member | 100% |
COFIDE PRE-MERGER | Pia Hahn Marocco | Committee Member | 100% |
COFIDE PRE-MERGER | Maria Serena Porcari | Committee Member | 100% |
CIR PRE-MERGER | Giannini Silvia | Chairman | 100% |
CIR PRE-MERGER | Botticini Maristella | Committee Member | 100% |
CIR PRE-MERGER | Francesca Pasinelli | Committee Member | 100% |
CIR PRE-MERGER | Claudio Recchi | Committee Member | 80% |