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Parent Company Financial Report |
REPORT BY THE BOARD OF STATUTORY AUDITORS
2014 Annual Report
Prysmian Group
346
f) as required by art. 150, par. 3, UFA and art. 19 of Legislative Decree 39/2010, it has had meetings
with senior management from the firm of Independent Auditors, during which no facts or situations
emerged that would require disclosure in this report, and it has performed the supervisory activities
prescribed by art. 19 of Legislative Decree 39/2010;
g) it has monitored the arrangements for implementing the Self-Regulatory Code for listed companies
promoted by Borsa Italiana S.p.A., adopted by the Company, as described in the Report on Corporate
Governance and Ownership Structure approved by the Board of Directors on 25 February 2015. The
Board of Statutory Auditors has also verified the correct application of the criteria and procedures
adopted by the Board of Directors to evaluate the independence of its members. The Board of
Statutory Auditors has also verified that its own members comply with the independence require-
ments, laid down in the Self-Regulatory Code;
h) it has examined and obtained information about the activities of an organisational and procedural
nature implemented under Legislative Decree 231/2001 on corporate criminal liability. The Monitor-
ing Board instituted by the Company has reported on its activities during the Financial Year and has
not notified the Board of Statutory Auditors of any significant matters;
i) it has verified that the flow of information provided by subsidiaries located outside the European
Union is adequate for the audit of the annual and interim financial reports, as required by art. 36 of
the Market Regulations adopted under Consob resolution 16191 dated 29 October 2007;
j) it has followed the implementation of organisational measures connected with developments in
the business.
During the meeting of the Board of Directors on 25 February 2014, the Board of Statutory Auditors
approved the resolution, adopted under art. 2386 of the Italian Civil Code, concerning the appointment
by co-optation of a new Director following the resignation of a serving Director.
The Board of Statutory Auditors met eleven times during 2014 and also attended meetings of the Board
of Directors and the Control and Risks Committee; it also met with the Boards of Statutory Auditors
and sole Statutory Auditors of the subsidiaries mentioned earlier.
As regards exchange of information with the Monitoring Board (instituted under Legislative Decree
231/2001), the Chairman of the Monitoring Board reports systematically to the Board of Statutory
Auditors on its supervisory activities involving the Organisational Model adopted by the Company
under Legislative Decree 231/2001.
Based on the information obtained, the Board of Statutory Auditors considers that the business is run
in accordance with good management practices and that as a whole, its organisational structure, system
of internal controls and administrative and accounting systems are appropriate for its business needs.