Tiscali 2012 Annual Report Download - page 42

Annual financial report as at 31 December 2012
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Date File Name Status Page
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Annual Report as at 31
December 2012 42
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Internal audit system
The internal audit system is the set of processes dedicated to monitoring efficiency of Company
operations, the reliability of its financial data, the observance of laws and regulations, and the
safeguarding of Company assets.
The internal audit system is the senior responsibility of the Board of Directors, which sets guidelines
for the system and periodically verifies its adequacy and correct functioning, ensuring that the main
business risks are identified and appropriately managed. On the basis of the checks carried out, the
Board of Directors deemed the internal audit system to be adequate for the Company’s needs, as well
as in line with current legislation and the Code’s recommendations.
The Risk Management Committee covers a fundamental role in the internal audit system; with regard
to its duties and functioning, please refer to the following paragraph. The other bodies forming part of
the internal audit system included the Appointed Director, the Internal Audit Co-ordinator and the
Internal Audit division.
The Appointed Director operatively implements the indications of the Board of Directors concerning
internal auditing proceeding, also, with the effective identification and handling of the main corporate
risks submitting them for the assessment of the Board of Directors; he proposes the appointment of
the Internal Audit Co-ordinator and the Head of the Internal Audit division to the Board of Directors,
availing of the support of the same for the performance of his functions.
The Internal Audit Coordinator is equipped with means suitable for carrying out his functions and has
no line manager; he reports directly to the CEO and the Board of Directors, as well as the Risk
Management Committee and the Board of Statutory Auditors at least once every three months. The
Internal Audit Coordinator has operational responsibility for coordinating activities within the Internal
Audit department, since he has no direct line manager and is in possession of the professional skills
necessary to perform his duties as recommended by the Code. For the purpose of further
strengthening the independence requisite, the Internal Audit Coordinator, and, therefore, the Internal
Audit division, reports to the Chairman of the Risk Management Committee while, from an
administrative standpoint, reporting is made to the CEO whose powers include providing said
coordinator and division with suitable means. The Risk Management Committee, when examining the
work plan drawn up by the Internal Audit Coordinator, also assesses the suitability of the means and
resources granted to the Internal Audit Coordinator and the Internal Audit division. Upon the proposal
of the Appointed Director and subject to the opinion of the Risk Management Committee, the
Appointments and Remuneration Committee and the Board of Statutory Auditors, the Board of
Directors on 15 May 2012 appointed Carlo Mannoni, Group executive responsible for Regulatory
Affairs and member of the Supervisory Body, as Internal Audit Coordinator and head of the Internal
Audit division.
During the period covered by the previous Report, the main activities carried out with regard to the
internal audit by the Coordinator, the Committee and the Internal Audit department, were as follows:
• appraisal of the Group’s governance and the activities carried out by the various audit bodies;
• drafting of the interim reports on behalf of the Board of Directors with regard to governance
activities;