Tiscali 2014 Annual Report Download - page 53

Annual financial report as at 31 December 2014
Date
File Name
Status
Page
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Annual Report as at 31
December 2014
53
recommends, with the objective of improving the effectiveness and strategic guidance capacity of the
Board of Directors with regard to the Internal Audit system. In particular:
a) helping the Board of Directors to set guidelines for the internal audit system and periodically
verify its adequacy and correct functioning, ensuring that the main business risks are identified
and appropriately handled;
b) assessing the work plan prepared by the Internal Audit Coordinator and receiving the
Coordinator’s periodic reports;
c) together with the Company’s administration managers and independent auditing firm, verifying
adequacy of the accounting standards used and their uniformity for the purpose of drafting the
consolidated financial statements;
d) assessing proposals submitted by auditing firms for the role of independent auditor, and the
proposed work plan for the independent audit and the results expressed in the report and letter
of recommendations, along with the day-to-day contact with the independent auditing firm;
e) assessing proposals of an advisory nature formulated by the independent auditing firm - or its
affiliated companies - in favour of Group companies;
f) assessing proposals of an advisory nature in favour of Group companies that are for significant
amounts;
g) reporting to the Board of Directors on tasks performed and on the adequacy of the internal audit
system, at least once every six months on approval of the annual and half-year reports;
h) performing additional tasks as assigned by the Board of Directors.
The entire Board of Statutory Auditors, its Chairman or a Statutory Auditor designated by the
Chairman, take part in the Committee’s work. Two of the members of the Committee are qualified as
independent. Should it not be possible to guarantee that the composition of the Audit and Risk
Committee has a majority of non-executive and independent Directors, the Committee will have just
two members, including at least one who is independent. This solution is preferable to having a
majority of non-independent Directors, albeit temporary. If for a certain period the Audit and Risk
Committee is composed of two members only, the entire Board of Statutory Auditors is always invited
to attend committee meetings. In addition, if for a certain period the Committee membership is
reduced to two members only, and the number of votes is equal, then the independent Director has
the casting vote. In light of the matters dealt with as and when, the Chairman of the Audit and Risk
Committee may invite the CEO and other parties, e.g. the independent auditing firm, the General
Manager, the CFO and the Executive in charge of drawing up the accounting and financial documents,
etc. to Committee meetings.
Meetings of the Audit and Risk Committee are normally held prior to Board of Directors’ meetings
scheduled for approval of the quarterly, half-year and draft annual reports, and in any event at least
once every six months. The Chairman of the Audit and Risk Committee ensures that the committee
members receive the necessary documentation and information well in advance of the meeting, unless
necessity and urgency prevail. The work of the meetings is in any event summarised in written
minutes.
During the Board Meeting held on 15 May 2012, the newly appointed Board re-established the Audit
and Risk Committee internally, comprising the two independent Directors Franco Grimaldi and Victor
Uckmar, as well as the Director Luca Scano, who has proven experience with regard to accounting
and finance as required by the Code. The Director Franco Grimaldi was appointed Chairman of the
Committee. As from August 2012, the independent director Assunta Brizio took over from the out-
going director Victor Uckmar.