The Control and Risks Committee is made up of three non-executive directors, all of whom are independent. Both the Chairman of the of the Board of Directors, as the Director in charge of the internal control and risk management system, and the Chairman of the Board of Statutory Auditors also participate in the Committee meetings. The Vice-Chairman of the Board of Directors and the Chief Executive Officer are also invited to take part.
The new committee is made up of the following members:
- Elisabetta Gualandri (Chairman)
- Luca Dondi Dall’Orologio
- Isabella Landi
It should be noted that on September 28th, 2020 Mr. Sergio Lugaresi resigned from his office of Director; for more information please read the press release. The Board of Directors resolved, as per the proposal of the Nominations and Compensation Committee, to coopt Isabella Landi as a new non-executive independent member of the Board of Directors pursuant to Art. 2386 of the Italian Civil Code, in substitution of Sergio Lugaresi. Isabella Landi was also appointed a member of the Control and Risk Committee, in substitution of the resigned director Sergio Lugaresi.
Functions and meetings
This committee expresses its prior opinion to the Board of Directors with regard to the execution of the following functions:
- definition of the guidelines of the internal control system, so that the main risks faced by IGD and its subsidiaries are correctly identified and adequately assessed, managed and monitored, determining also the degree of compatibility of such risks with the proper management of the business in line with the strategic objectives identified;
- annual assessment of the adequacy of the internal control and risk management system with regard to the characteristics of the business and of the risk profile adopted, as well as to its efficiency;
- annual approval of the work plan drawn up by the Head of Internal Audit, after having consulted the Board of Statutory Auditors and the Director in charge of the Internal Control and Risk Management System;
- description in the report on corporate governance of the main characteristics of the internal control and risk management system, expressing its own assessment on the extent of its adequacy;
- assessment, after having consulted the Board of Statutory Auditors, of the findings presented by the financial auditor in the letter of recommendations and in the report on the main issues that emerged during the financial audit;
- appointment and suspension, following the recommendations of the Director in charge of the internal control and risk management system and after having consulted the Board of Statutory Auditors, of the Head of Internal Audit.
The Control and Risk Committee, in addition to assisting the Board of Directors on the matters above, also:
- assesses, along with the Financial Reporting Officer and after having consulted with the external auditors and the Board of Statutory Auditors, the appropriateness of the accounting standards adopted and, if Groups are involved, their uniformity with a view to the preparation of the consolidated financial statements;
- expresses opinions on specific aspects concerning the identification of business risks;
- examines the periodic reports in which the internal control and risk management system is evaluated, along with any particularly relevant reports prepared by internal audit;
- monitors the independence, adequacy, efficacy and efficiency of the internal audit function;
- may ask internal audit to carry out controls of specific operating units, while, at the same time, advising the Chairman of the Board of Statutory Auditors;
- reports to the Board of Directors at least every six months, when the annual and interim reports are approved, on the work performed and the adequacy of the internal control and risk management system;
- supports the evaluations and decisions made by the Board of Directors relating to the management of risks linked to any detrimental events that the Board of Directors has been made aware of.
In 2019 the Control and Risks Committee currently in office met 6 times and all the members attended 100% of the meetings.