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| 2013 ANNUAL REPORT | PRYSMIAN GROUP
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 2013 (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
“U.F.A.”) 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 attended meetings of the Board of Directors and the
Control and Risks Committee, set up under art. 19 of the
By-laws, and it 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 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, which set out how to avoid or manage
situations in which the Directors have a conflict of interest
or a personal interest. In accordance with art. 4 of the
above Consob Regulation, the Board of Statutory Auditors
has verified that the procedures adopted by the Company
comply with the Regulation’s principles, and that such
procedures have been observed;
d) it has obtained information about and monitored (i) the
adequacy of the Company’s organisational structure,
within the scope of its remit, and (ii) the observance of
good management practices, by acquiring information from
heads of the relevant departments and by holding meetings
with representatives from PricewaterhouseCoopers S.p.A.,
the auditing firm engaged to perform the statutory audit
(the “Independent Auditors”), including for the purpose of
exchanging relevant information and data; no critical issues
have emerged as a result of these meetings. No critical
issues have emerged as a result of meetings with the Boards
of Statutory Auditors and sole Statutory Auditors of the
Company’s Italian subsidiaries (Prysmian Cavi e Sistemi
Srl; Prysmian Cavi e Sistemi Italia S.r.l.; Fibre Ottiche Sud
- F.O.S. S.r.l.; Prysmian Powerlink S.r.l.; Prysmian Treasury
S.r.l. and Prysmian Electronics S.r.l.);
e) it has assessed and monitored, to the extent of its remit
under art. 19 of Legislative Decree 39/2010, the financial
reporting process, the adequacy of systems of internal
control, administration and accounting, and the latter’s
reliability for the purposes of fairly representing business
performance, by:
i. regularly exchanging information with executive directors
and particularly with the Managers responsible for preparing
corporate accounting documents, whose role is governed by
REPORT BY THE BOARD OF STATUTORY AUDITORS
(ART. 153 LEGISLATIVE DECREE 58/1998 AND ART. 2429
ITALIAN CIVIL CODE)
