The Board of Directors is responsible for the internal control system as a whole, the Board establishes the policies and verifies periodically its adequacy and effective operation. For this purpose, the Board avails itself of the CICRCG, as well as the Internal Audit Management with an appropriate level of independence and suitable means to perform the activities, which are assigned the typical functions of verifying the system’s adequacy and efficiency and to propose the necessary corrective solutions, if anomalies are identified.
After its renewal, the Board of Directors, in the meeting held on April 21, 2011, identified the Chairman and CEO as the Director with responsibility for the internal control system, and the duties recommended by the 2006 version of the Self-Regulatory Code52 were duly assigned.
In particular, during the 2013 financial year, the Director with responsibility for the internal control system:
- identified the principal risks to which the company is exposed, taking into account the characteristics of the activities performed by the Company that issued the Report and by its subsidiaries and to submit them periodically to the Board of Directors’ examination;
- implemented the policies defined by the Board of Directors, by managing the implementation and management of the internal control system and risk management and verifying constantly the adequacy and effectiveness;
- adapted the system to the dynamics of the operating conditions and the legislative and regulatory scenario;
- proposed the remuneration of the Internal Audit function Manager in line with company policies.
The Director responsible for the internal control system and risk management can request the internal audit function to perform audits on specific operating areas and concerning compliance with the internal rules and procedures during the execution of corporate transactions. The Internal Audit function Manager reports to the CICRCG and to the Board of Directors regarding problems or critical situations which emerged during the performance of its activities of which it has been made aware in order to permit appropriate initiatives to be defined.
52 Also to implement the recommendations of the 2011 Self-Regulatory Code Principle 7.P.3.