Statutory audit committee

The statutory audit committee monitors compliance with the law, ensuring that the company is properly managed. It is also responsible for monitoring the adequacy of the organisational structure and the internal control system.

The statutory audit committee is vested with the powers established by applicable laws and regulations. It reports to the Bank of Italy on operational irregularities or breaches of regulations identified as it performs its duties.

Specifically, it monitors:

  • compliance with laws, regulations and the articles of association, as well as adherence to the principles of proper management
  • the adequacy of the company's organisational structure and administration and accounting system, and the financial disclosure process
  • the completeness, adequacy, functioning and reliability of the internal control system and risk appetite framework (RAF)
  • the external audit of the annual and consolidated accounts
  • the independence of the external auditors, particularly with respect to the provision of non-auditing services
  • the completeness, adequacy, functioning and reliability of the business continuity plan.

The committee takes part in all meetings of the board of directors, executive committee and other board committees that statutory auditors are required to attend under the board of directors’ regulations. As a result, the committee is always up-to-date on the work performed. Furthermore, it knows about the most significant transactions in earnings, financial and capital terms, carried out by the company or its subsidiaries, transactions with related parties, and transactions in which the directors have an interest either in their own right or through third parties.

 

COMPOSITION

The statutory audit committee is made up of three standing auditors and three alternate auditors. They were appointed by the shareholders in the general meeting held on 28 October 2017 and remain in office for the financial years 2018, 2019 and 2020.

Natale Freddi** Chairman
Laura Gualtieri* Standing Auditor
Francesco Di Carlo* Standing Auditor
Alessandro Trotter* Alternate Auditor
Barbara Negri* Alternate Auditor
Stefano Sarubbi** Alternate Auditor

* Taken from the list submitted by the shareholder UniCredit S.p.A., owner of 8.46% of the share capital
** Taken from the minority list submitted by a group of investors, owning a total of 3.89% of the share capital

 

PROFIle CHAIRMAN AND Standing Auditor

NATALE FREDDI

natale freddi
From 2011 he is Mediobanca’s  statutory Chairman.

Born in Rho (Milan) on 6 June 1952.

Career

Degree in economics & commerce – Milan,  Cattolica University.
Registered on the Milan Order of Certified Accountants and the Roll of Account Auditors.. 
Member for 11 year of financial Services Committee of Assirevi (the Iitalia Auditing Company Association)
From 2010 he carries on his professional activity in his firm in Milan.
From 1992 to 2010 partner in "Assurance and Advisory Business Services practice - Financial Services "di Ernst & Young Italy; from 1992 to 1997 Ernst & Young of Florence; from 1980 to 1992 assistant then manager of Ernst & Young; from 1978 to 1980 he  worked in the Internal Audit Department of Augusta Elicotteri; from 1971 to 1978 he worked in the Head office of Banca di Legnano.


 

LAURA GUALTIERI

laura gualtieri
From 2014 she is Mediobanca’s  statutory Auditor.

Born in Reggio Emilia on 18 October 1968.

Career

Graduated with an honours degree in Business Administration from the Bocconi University, Milan and she graduated with an honours Law degree from the University of Milan, she is admitted to the Italian Bar Association.
Since 2004 has been a partner of the tax law firm Tremonti Romagnoli Piccardi e Associati. She joined Tremonti Romagnoli Piccardi e Associati in 1998, following previous professional experience in another leading tax firm. 
For several years she has been engaged in professional practice, providing tax consultancy and advisory to the leading industrial, commercial and financial groups. She specialises in M&A, corporate reorganisations and international taxation matters. Furthermore, she has an in-depth knowledge of issues related to real estate sector taxation. 
She is a member of both the Italian Chartered Accountants Association and the Italian Accountant Auditors Association. 
She is a lecturer in the Company Tax Law Masters programme at Bocconi University, Milan and the Tax Law Masters programme at Ipsoa (of which she is also a member of the scientific committee). 
She frequently participates as a speaker at specialist conferences and seminars.Graduated with an honours degree in Business Administration from the Bocconi University, Milan and she graduated with an honours Law degree from the University of Milan, she is admitted to the Italian Bar Association.
Since 2004 has been a partner of the tax law firm Tremonti Romagnoli Piccardi e Associati. She joined Tremonti Romagnoli Piccardi e Associati in 1998, following previous professional experience in another leading tax firm. 
For several years she has been engaged in professional practice, providing tax consultancy and advisory to the leading industrial, commercial and financial groups. She specialises in M&A, corporate reorganisations and international taxation matters. Furthermore, she has an in-depth knowledge of issues related to real estate sector taxation. 
She is a member of both the Italian Chartered Accountants Association and the Italian Accountant Auditors Association. 
She is a lecturer in the Company Tax Law Masters programme at Bocconi University, Milan and the Tax Law Masters programme at Ipsoa (of which she is also a member of the scientific committee). 
She frequently participates as a speaker at specialist conferences and seminars.

 

 

FRANCESCO DI CARLO

de carlo
From 2017 he is Mediobanca’s  statutory Auditor. 

Born in Milan on October 4, 1969.

Career
Degree in economics & commerce – Milan  Cattolica University.
Registered on the Milan Order of Certified Accountants and the Roll of Account Auditors.
Founding partners and Managing Partner of FIVELEX Studio Legale, Francesco Di Carlo began practicing in 1995 and after significant experience at leading Italian firms, in 2000 he co-founded Annunziata e Associati, where he was stayed until the foundation of FIVELEX Studio Legale.
He has longstanding experience in advising financial institutions and Italian and foreign funds on banking, financial, insurance and company law matters. His expertise is mainly focused on the incorporation and authorization of financial industry players and funds, M&As and Italian and international corporate reorganizations, the provision of cross-border reserved transactions, the structuring of financial products and assistance to intermediaries with the administrative stage of the penalty proceedings initiated by Supervisory Authorities. He has also developed significant experience with the regulatory supervision of listed companies, with particular regard to the protection of minority shareholders, corporate governance, related-party transactions, reporting obligations and market abuse. He has assisted major international institutional investors in the management of their shareholdings in listed companies at the various stages of their investments, including with respect to governance issues and damages claims. He is often involved in innovative projects related to legislative changes in his areas of practice. He has been working for years with the major Italian and international Authorities.
In 2016, 2017, 2018 and 2019 he has been named by Who’s Who Legal Private Funds as “one of the leading advisers in the Italian funds industry, assisting asset managers and investment funds”, “a highly experienced private funds lawyer with a superb reputation for providing expert advice to financial institutions, funds and asset managers”. In 2016, 2017 and 2018 he was included among the 50 Italian advisers who have left their mark in business advisory, according to Legalcommunity.it. In 2018 he received the Lawyer of the Year award in the Finance Regulatory category from the Legalcommunity Finance Awards.
Between 2007 and 2016 he was President of the Regulatory Committee of the Italian Private Banking Association, of which he is currently a member.
He has held and holds offices in major companies engaged in his practice area.

Requirements

According to the articles of association, the following cannot be members of the statutory audit committee:

  • those holding positions other than positions of control in other companies of the Mediobanca group and in companies in which Mediobanca, directly or indirectly, holds a strategic equity interest
  • those holding the position of board director, executive or officer in companies or entities, or who otherwise work in the management of companies, operating directly or indirectly (including through subsidiaries) in the same sectors as Mediobanca.

In order to adopt the changes introduced by the law on “gender representation” regarding the composition of the statutory audit committee, the shareholders in the general meeting of 27 October 2012 introduced provisions within the articles of association designed to ensure gender balance. Under these provisions, the least represented gender would account for at least one-fifth of the total number of standing auditors (in the first term of office) or one-third (in future terms of office). Its composition also ensures the gender balance required by Italian law 120/2011.

Last update: 18/02/2019