The Company Bylaws55 give the Board of Directors the authority to appoint the Responsible Officer, subject to the opinion expressed by the Board of Statutory Auditors, and to establish that the appointment expires together with the Board of Directors that appointed the Officer, unless revoked for just cause. The Responsible Officer must be an expert in administration and control and possess the integrity requirements established for Directors.
In the meeting held on April 21, 2011 the Board of Directors confirmed the Chief Financial Officer Francesco Tanzi, as the Responsible Officer with the approval of the Board of Statutory Auditors.
The Board of Directors confirmed the assignment of the following principal duties to the Responsible Officer, pursuant to the laws and regulations currently applicable:
- to prepare adequate administrative and accounting procedures to draw up the annual and consolidated Financial Statements, as well as every other financial communication;
- to issue a written declaration attesting that the Company’s documents and communications disclosed to the market and related to the accounting information, also the Company’s interim communications and information, correspond to the documentary evidence, books and accounting records;
- to attest the following details in a special report prepared in accordance with the model established in the Consob Regulations, annexed to the annual Financial Statements, to the abridged interim Financial Statements and to the consolidated Financial Statements:
- the adequacy and the actual implementation of the procedures set out in sub-section a) above, during the period to which the documents refer;
- that the documents are drawn up in compliance with the applicable International accounting standards recognised in the European Union, pursuant to (EC) Regulation No. 1606/2002 of the European Parliament and Council dated July 19, 2002;
- that the documents correspond to the entries in the books and accounting records;
- that the documents are able to provide a true and fair representation of the Company’s equity, economic and cash flow position and of the set of businesses included in the consolidation;
- that the report on operations referred to the annual and consolidated Financial Statements, includes a reliable analysis of the trend and the operating results, as well as the situation relating to the Company and the set of businesses included in the consolidation, together with a description of the principal risks and uncertainties to which they are exposed;
- that the interim report on operations referred to the abridged half-yearly Financial Statements includes a reliable analysis of the information set out in Article 154-ter, paragraph 4 of the Unified Finance Law (TUF).
The Board of Directors has also conferred on the Responsible Officer all organisational and management powers required to exercise the duties attributed by current laws and regulations, by the Company Bylaws and by the Board of Directors. The Responsible Officer is granted full economic autonomy in order to exercise the powers conferred on him.
The Board of Directors supervises to ensure that the Responsible Officer has adequate means and powers to perform the duties assigned to him, as well as actual compliance with the administrative and accounting procedures.
For this purpose the Responsible Officer reports directly to the Board of Directors, at least once a year, or through the CICRCG and to the Board of Statutory Auditors concerning the aspects within their area of jurisdiction.
The Responsible Officer reports promptly to the delegated administrative body and to the Board of Directors concerning any aspects of significance which the Officer deems need to be declared in the certificate envisaged under Article 154-bis of the Unified Finance Law (TUF), if they are not corrected.
The Responsible Officer attends the Board of Directors’ meetings which include, on the Agenda, an examination of the economic and financial data, and has direct access to all the information necessary to prepare the accounting data, without requiring any authorisation; the Responsible Officer shares the internal flows for accounting purposes and approves all the company procedures which have an impact on the Company’s economic, equity and cash flow position.
The Responsible Officer reported to the CICRCG and to Board of Directors concerning the adequacy and suitability of the powers and means conferred by the Company’s Board of Directors, confirming that he had had direct access to all the information necessary to prepare the accounting data without needing any authorisation, had shared the internal flows for accounting purposes and had approved all the Company procedures which had an impact on the Company’s economic, equity and cash flow position. During the financial year the Responsible Officer had issued the declarations and attestations envisaged under Article 154-bis of the Unified Finance Law (TUF).
55 Article 11 of the Company Bylaws.