Tiscali 2013 Annual Report Download - page 45

Annual financial report as at 31 December 2013
Date
File Name
Status
Page
-
Annual Report as at 31
December 2013
45
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 Audit and
Risk 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 Audit and Risk Committee while, from an administrative
standpoint, reporting is made to the CEO whose powers include providing said coordinator and
division with suitable means. The Audit and Risk 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 Audit and Risk 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;
 assessment of the activities of the Supervisory Body and the up-dating, disclosure and application
of the Group’s “Organisation, management and control model” pursuant to Italian Decree Law No.
231/2001;
 drawing up of the 2013 audit plan, in particular with the checking of the procedures overseeing the
contract system and activation of the customers, the purchases of goods and services for the
Company’s requirements and the collection and recovery of amounts due from customers;
 drafting of the 2014 audit plan;
 checking the adequacy of the administrative and accounting procedures for the formation of the
half-year report and 2013 financial statements for the purpose of assessing the related efficacy.
These activities are also aimed at the issue of the certificate as per Article 154 bis of the
Consolidated Finance Law (TUF).
Audit and Risk Committee
In accordance with the recommendations of the Code, the Board of Directors has set up an Audit and
Risk Committee to provide advice and recommendations, comprising three Directors without powers
granted by the Board, of which two independent. The Audit and Risk Committee advises and
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;