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Consolidated Financial Report |
DIRECTORS’ REPORT
2014 Annual Report
Prysmian Group
84
THE INTERNAL CONTROL AND RISK
MANAGEMENT SYSTEM
The Group's internal control and risk management system
involves the following bodies, each with their own duties and
responsibilities:
• the Board of Directors, which is responsible for establish-
ing the guidelines and assessing the adequacy and ef-
fectiveness of the internal control and risk management
system;
• the Control and Risks Committee, with powers to advise
and make proposals to the Board of Directors, including
to allow the Board to discharge its duties concerning
management of the internal control and risk manage-
ment system;
• the Director in charge of establishing and maintaining
the internal control and risk management system, as
identified in the person of the Chief Executive Officer,
who is responsible for the design, implementation and
management of the internal control system, and for
keeping its adequacy and effectiveness under constant
review;
• the Managers responsible for preparing the corporate ac-
counting documents, as second-level figures of control,
are responsible for establishing adequate administra-
tive and accounting procedures for the preparation of
financial reports;
• the Head of Internal Audit, who tests - acting in an inde-
pendent capacity - the operation and suitability of the
internal control and risk management system, including
the ERM process, in accordance with the annual audit
plan approved by the Board of Directors, itself the result
of a structured process of analysing and prioritising key
risks;
• the Compensation and Nominations Committee, with
powers to advise and make proposals to the Board of
Directors, including with reference to the remuneration
of the directors and top management of Prysmian S.p.A.,
the appointment/replacement of independent directors,
and the size and composition of the Board itself;
• the Board of Statutory Auditors, which is required to
monitor the Company's compliance with the law and its
memorandum of association, as well as the observance
of good management principles in the conduct of its
business, and to control the adequacy of the Company's
organisational structure, internal control and risk man-
agement system and administrative-accounting system;
The Prysmian Group has adopted an internal control and risk management system in
compliance with the Self-Regulatory Code
1
and which is in line with the best practices in
the field and based on tools and information flows that allow the Board of Directors to take
strategic decisions and define the system's guidelines in an informed manner.
(1) "Italian Stock Exchange Self-Regulatory Code for Listed Companies - Ed.
2014" drawn up by the Corporate Governance Committee of Borsa Italiana
S.p.A..