247
SHARE CAPITAL AND CORPORATE GOVERNANCE
ATYPICAL AND/OR UNUSUAL TRANSACTIONS
RISK FACTORS
Share capital amounts to Euro 21,459 thousand at 31 December
2013, consisting of 214,591,710 ordinary shares (including
3,028,500 treasury shares), with a nominal value of Euro
0.10 each. The total number of outstanding voting shares is
Prysmian S.p.A. is exposed in the normal conduct of its
business to a number of financial and non-financial risk
factors which, if they should arise, could also have a material
impact on its results of operations and financial condition.
Prysmian S.p.A. adopts specific procedures to manage the
risk factors that might influence its business results. These
procedures are the result of corporate policy which has
always sought to maximise value for shareholders by taking
every necessary action to prevent the risks inherent in the
Company’s business. For this purpose, the Board of Directors
voted on 24 January 2006 to adopt a model of organisation,
management and control (“Organisational Model”), designed
to prevent commission of the criminal offences envisaged by
Legislative Decree 231/01.
In order to reflect the intervening organisational changes
since first adopting the Organisational Model, and changes
in the above law, the Company’s Board of Directors voted
on 27 August 2008 to adopt a revised Organisational Model.
The revised model has been drawn up on the basis of recent
pronouncements by the legal and academic profession and
the Guidelines of Confindustria (Italian confederation of
industry) and addresses the need for keeping the Company’s
In accordance with the disclosures required by Consob Communication DEM/6064293 dated 28 July 2006, it is reported that no
atypical and/or unusual transactions took place during 2013.
system of corporate governance constantly updated.
In the course of 2013, the Company updated its risk
assessment matrices following the introduction of new
illegal acts carrying corporate criminal liability. As a result,
it updated its Organisational Model, which was submitted
for approval by the same meeting of the Company’s
Board of Directors that approved its draft annual financial
statements.
The Company’s corporate governance structure is based on
the recommendations and rules contained in the “Italian
Stock Exchange Self-Regulatory Code for Listed Companies
- Ed. 2011”, which the Company has adopted. Based on its
financial performance and cash generation in recent years,
as well as its available financial resources at 31 December
2013, the Company believes that, barring any extraordinary
events, there are no significant uncertainties, such as to cast
significant doubt upon the business’s ability to continue as a
going concern.
More details about risk factors can be found in the Directors’
Report contained in the Group Annual Report.
211,552,541, stated net of 10,669 treasury shares held indirectly.
Information about Corporate Governance can be found in the
Directors’ Report contained in the Group Annual Report.
