347 348
347
2. With regard to relations with the Independent Auditors, the Board of Statutory Auditors reports
that:
a) PricewaterhouseCoopers S.p.A. has issued today its "annual independence confirmation", under
art. 17, par. 9 a) of Legislative Decree 39/2010;
b) on 31 March 2014, PricewaterhouseCoopers S.p.A. issued its report, required by art. 19, par. 3 of
Legislative Decree 39/2010, for the year ended 31 December 2013, which showed that there were no
material weaknesses in the internal controls relating to the financial reporting process;
c) PricewaterhouseCoopers S.p.A. has issued reports, also dated today, under art. 14 and art. 16 of
Legislative Decree 39/2010, which state that:
i. the separate financial statements and consolidated financial statements for the year ended 31
December 2014 have been prepared clearly and give a true and fair view of the financial position
as of 31 December 2014, the results of operations and changes in equity and cash flows of the
Company and the Group for the Financial Year then ended;
ii. the Directors' Report and the information referred to in paragraph 1, letters c), d), f), l) m) and
paragraph 2, letter b) of art. 123-bis UFA, presented in the Report on Corporate Governance and
Ownership Structure, are consistent with the separate financial statements and the consolidat-
ed financial statements;
d) in addition to the duties prescribed by listed company regulations, PricewaterhouseCoopers S.p.A.
and member companies of the PricewaterhouseCoopers S.p.A. network were engaged to perform
other non-audit services for a total of Euro 935,000 during the Financial Year, as disclosed in the
notes to the separate and consolidated financial statements; the nature of such services is consis-
tent with art. 17 of Legislative Decree 39/2010.
The Board of Statutory Auditors believes, also based on the foregoing information, that there are
no critical issues concerning the independence of PricewaterhouseCoopers S.p.A.;
3. On 6 March 2015, the Board of Statutory Auditors presented a reasoned proposal, under art. 13 of
Legislative Decree 39 dated 27 January 2010, for the statutory audit engagement for financial years
2016-2024 – as already illustrated to the Board of Directors at the meeting on 25 February 2015 –,
expressing its unanimous opinion in favour of the proposal submitted by Reconta Ernst & Young
S.p.A., which met the agreed selection criteria and was the one that best corresponded to the needs
of the Prysmian Group.