Control, Risk And Sustainability Committee

Members Office in Iren Role on the Committee Executive / Non-executive / Independent
Sonia Maria Margherita Cantoni Committee Councilor Member Non-executive - Independent
Enrica Maria Ghia Committee Councilor Member Non-executive - Independent
Cristiano Lavaggi Committee Councilor Member Non-executive / Non- Independent
Giacomo Malmesi Committee Councilor Chair Non-executive - Independent

 

In line with the provisions of the Code of Conduct, the BoD defines the nature and the level of risk compatible with the Company’s strategic objectives, evaluating the suitability of the organisational structure with particular reference to the internal control and risk evaluation system. In performing this role, the BoD is assisted by the Control, Risk and Sustainability Committee, which provides a preliminary opinion on the fulfilment of the duties assigned to the latter concerning internal control, risk management and sustainability. The Board of Statutory Auditors also monitors the effectiveness of the internal control and risk management system. The CRSC is also called upon to:

  • express preliminary opinions with respect to resolutions of the BoD on a series of issues, including the appointment/revocation and remuneration of the Manager of the Internal Audit Unit; 
  • assess, together with the Financial Reporting Manager and having consulted with the external auditor and the Board of Statutory Auditors, the proper use of the accounting principles and their consistency for the purpose of drafting the Consolidated Financial Statements;
  • express opinions on specific aspects relative to identifying the main corporate risks (in particular, specific aspects relative to Risk Policies, the identification of the main company risks and the Audit Plan, as well as in regards the guidelines of the internal control and risk management system);
  • examine the periodic reports on the assessment of the internal control and risk management system and those of particular relevance drafted by the Internal Audit Unit;
  • monitor the autonomy, adequacy, effectiveness and efficiency of the Internal Audit Unit;
  • request that the Internal Audit Unit carry out checks on specific operating areas, providing simultaneous communication to the Chair of the Board of Statutory Auditors;
  • report to the BoD, at least every six months, upon approval of the annual and interim Financial Report, on its activity and on the adequacy of the internal control and risk management system; 
  • through suitable preliminary activities, support the assessments and decisions of the Board of Directors relating to the management of risks arising from detrimental acts of which it has become aware;
  • monitor sustainability policies and compliance with the conduct principles adopted by the Company and its subsidiaries;
  • examine the guidelines in the sustainability plan and monitors the means of implementation;
  • assess, together with the competent Group Department and having consulted the external auditor, the correct use of the standards adopted in order to draft the non-financial information provided for by the legislations in force;
  • monitor the evaluation and improvement system for environmental, economic and social impacts that arose from business activities in the local areas;
  • examine the periodic reports on the implementation of the structured comparison measures with stakeholders in the local areas where the Group operates, in particular through Local Committees, and those concerning consistency with corporate social responsibility issues of cultural activities and promotion of the Group’s image.