Control, risk and sustainability committee

The Board of Directors has instituted, within the board, a Control, Risks and Sustainability Committee. It is composed of five independent directors and endowed with the functions of consultation, proposal and monitoring.

Composition

CIR’s Control, Risks and Sustainability Committee brings together non-executive and independent directors who have experience in matters of accountancy, finance and/or risk management.

Silvia Giannini

Chairman – Non-executive and independent director

Maristella Botticini

Non-executive and independent director

Paola Dubini

Non-executive and independent director

Francesca Pasinelli

Non-executive and independent director

Maria Serena Porcari

Non-executive and independent director

Role and functions

The Control, Risks and Sustainability Committee has functions of consultation, proposal and monitoring regarding the System of Control and Risk Management, assisting the Board to guarantee the achievement of the efficiency goals of company operations, trustworthiness of financial information, compliance with laws and regulations and protection of company assets. In particular, the Committee reports back to the Board of Directors, on the following matters:

  • definition of the guidelines of the internal control system and annual verification of its adequacy;
  • correct use of the accounting standards and their uniformity for the purposes of preparing the statutory and consolidated financial statements after a consultation with the executive responsible for preparing the company’s financial reports, the external auditor and the Board of Statutory auditors;
  • correct use of the standards adopted for the purpose of preparing the non-financial reports, after a consultation with the competent group function, the external auditor and the Board of Statutory auditors;
  • suitability of the periodic financial and non-financial reporting to correctly represent the business, the strategies and the performance of the Company and the group, including non-financial parameters;
  • assessment of the results presented by the legal auditor in their letter of suggestions (if there is one) and in the additional report addressed to the control body;
  • identification of the company’s main risks and the impact that the risks of the subsidiaries, formulated by the latter, could have on the company; management of the company’s risks resulting from prejudicial events of which the Board of Directors and/or the committee become aware;
  • appointment and removal of the head of the internal audit function (even in the event of a mandate being given to an external person), after an evaluation of his or her independence criteria, professionalism and – if external – organization, and remuneration of the same;
  • monitoring the autonomy, adequacy, effectiveness and efficiency of the internal audit function;
  • the annual internal audit plan of the company;
  • significant outcomes of the audit activities carried out, as resulting from the periodic reports prepared by the function; in this regard, the committee, in addition to expressing its assessment of the plan, may ask the internal audit function to carry out checks on specific operating areas, simultaneously notifying the Chairman of the Board of Statutory auditors and the Chairman 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%