317
art. 154-bis, UFA;
ii. examining the reports prepared by the Head of Internal
Audit, including information on the outcome of any
remedial actions implemented as a result of auditing
activities;
iii. obtaining information from the heads of departments;
iv. holding meetings and exchanging information with the
statutory auditors of the subsidiaries (Prysmian Cavi e
Sistemi S.r.l.; 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 Prymian Electronics S.r.l.), as
permitted by paragraphs 1 and 2 of art. 151, UFA, during
which the Board of Statutory Auditors obtained information
about the management and control systems of these
subsidiaries and general trends in their business;
v. examining the activities of the Independent Auditors and
reviewing the results of their work;
vi. attending meetings of the Control and Risks Committee
and, when matters so required, addressing such matters
jointly with this Committee.
These activities have not revealed any anomalies that could
be considered evidence of inadequacies in the internal control
and risk management system;
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
2014. 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
requirements, 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 Monitoring 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 Regulation adopted under
Consob resolution 16191 dated 29 October 2007;
j) it has followed the implementation of organisational
measures connected with developments in the business.
The Board of Statutory Auditors has issued opinions under art.
2389 of the Italian Civil Code.
The Board of Statutory Auditors met eight times during 2013
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.
