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.
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 2014 and remain in office for the financial years 2015, 2016 and 2017.
|Laura Gualtieri*||Standing Auditor|
|Gabriele Villa*||Standing Auditor|
|Alessandro Trotter*||Alternate Auditor|
|Barbara Negri*||Alternate Auditor|
|Silvia Olivotto**||Alternate Auditor|
* Taken from the list submitted by the shareholder UniCredit S.p.A., owner of 8.65% of the share capital
** Taken from the minority list submitted by a group of investors, owning a total of 1.699% of the share capital
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.