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Parent Company Financial Report |
REPORT BY THE BOARD OF STATUTORY AUDITORS
2014 Annual Report
Prysmian Group
344
REPORT BY THE BOARD OF
STATUTORY AUDITORS (ART. 153
LEGISLATIVE DECREE 58/1998 AND
ART. 2429 ITALIAN CIVIL CODE)
Shareholders,
This report refers to the activities performed by the Board of Statutory Auditors of Prysmian S.p.A. (the
"Company" and together with its subsidiaries, the "Group") during the year ended 31 December 2014
(the "Financial Year").
1. In performing its supervisory and control activities, the Board of Statutory Auditors reports that:
a) it has monitored compliance with the law and the Company's By-laws and the observance of good
management practices, in accordance with its duties set out in art. 2403 of the Italian Civil Code,
art. 149 of Legislative Decree 58/1998 (Italy's Unified Financial Act, hereinafter "UFA") and Consob
Communication 1025564 dated 6 April 2001 and subsequent amendments, and with reference to
the standards of conduct established by the Italian Accountancy Profession;
b) it has attended meetings of the Board of Directors and the Control and Risks Committee, set up
under art. 19 of the By-laws, and it has received regular information from the Directors about the
Company's performance and outlook, and about transactions with the most significant impact
on its results of operations, financial position and cash flows that were approved and actioned
during the Financial Year by the Company and Group companies, including those transactions
specifically mentioned in art. 150. par. 1. UFA. The Board of Statutory Auditors is able to provide
reasonable assurance that the transactions approved and put into action complied with the law and
the By-laws and were not manifestly imprudent, risky, in potential conflict of interest, in contrast
with resolutions adopted by the shareholders in general meetings, nor such as to compromise the
integrity of the Company's net assets. Resolutions adopted by the Board of Directors have been
faithfully executed by management and the organisation;
c) it has not observed the existence of atypical and/or unusual transactions with Group companies
or with third or related parties, nor has it received information in this regard from the Board of
Directors, the Independent Auditors, or the director in charge of supervising the internal control
and risk management system. The Directors' Report, prepared by the Board of Directors, contains
adequate information about the effects of ordinary transactions entered into with subsidiaries on
an arm's length basis that have an important impact on results of operations, financial position
and cash flows. The Board of Statutory Auditors is of the opinion that related party transactions
(including those between Group companies) are adequately controlled, also basing its conclusion
on the results of work carried out by the Internal Audit department. In this regard, the Board of
Statutory Auditors notes that the Company has adopted a set of procedures for related party
transactions in compliance with the provisions of Consob Regulation 17221 dated 12 March 2010
and the Consob Communication dated 24 September 2010, as well as specific rules contained in the
Group's Ethical Code, which set out how to avoid or manage situations in which the Directors have a