PARENT COMPANY
318
| 2013 ANNUAL REPORT | PRYSMIAN GROUP
As regards exchange of information with the Monitoring Board
(instituted under Legislative Decree 231/2001), the Chairman
of the Monitoring Board reports systematically to the Board
of Statutory Auditors on its supervisory activities involving
the Organisational Model adopted by the Company under
Legislative Decree 231/2001.
Based on the information obtained, the Board of Statutory
Auditors considers that the business is run in accordance
with good management practices and that as a whole, its
organisational structure, system of internal controls and
administrative and accounting systems are appropriate for its
business needs.
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 20 March 2013, PricewaterhouseCoopers S.p.A. issued
its report, required by art. 19, par. 3 of Legislative Decree
39/2010, for the year ended 31 December 2012, 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 2013 have been
prepared clearly and give a true and fair view of the financial
position as of 31 December 2013, 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 consolidated
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 890,000 during the Financial Year, as disclosed
in the notes to the separate and consolidated financial
statements; the nature of such services is consistent 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.;
e) during the Financial Year, PricewaterhouseCoopers S.p.A.,
issued a legally required opinion on the issue price of the
shares relating to the capital increase with exclusion of pre-
emption rights, serving the conversion of the equity-linked
bonds, known as “300,000,000 1.25 per cent. Equity Linked
Bonds due 2018”.
3. On 22 May 2013, during its quarterly review, the Board of
Statutory Auditors learned of a complaint brought under art.
2408 of the Italian Civil Code by Mr. D’Atri, representing D&C
Governance S.r.l., during the Shareholders’ Meeting held
on 16 April 2013. In particular, Mr. D’Atri requested to check
whether the list of candidates for the office of Statutory
Auditor, submitted by a group of shareholders comprising
asset management companies and institutional investors,
had been submitted in accordance with the provisions of
applicable law. The investigations carried out by the Board
of Statutory Auditors and recorded in an official report, have
led to the conclusion that this complaint was unfounded.
4. The Board of Auditors is not aware of any matters or
complaints of which the Shareholders’ Meeting should be
informed. During the course of its activities and based on
the information obtained, the Board of Statutory Auditors
has not observed any omissions, misconduct, irregularities
or any other circumstances that would require reporting
to the external Supervisory Authority or disclosure in the
present report.
5. The Board of Directors has promptly provided the Board of
Statutory Auditors with copies of the financial statements
and the Directors’ Report. Within the scope of its remit, the
Board of Statutory Auditors observes that the formats used
are in accordance with the law, that the accounting policies
adopted, as described in the accompanying notes, are
adequate in relation to the activities and operations carried
out by the Company, that the procedure adopted for testing
the impairment of goodwill and trademarks presented in
the financial statements is adequate and that the financial
statements correspond to the facts and information of
which the Board of Statutory Auditors is aware as a result of
attending meetings of the Company’s governing bodies and
of its own supervisory activities.
6. Given the results of specific work performed by the
Independent Auditors to test accounting controls and check
the reliability of the financial statements, as well as the
Board of Statutory Auditors’ own supervisory activities, the
