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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 establishing
the guidelines and assessing the adequacy and
effectiveness 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 fulfil its duties concerning management of the
internal control and risk management system;
• the Director in charge of establishing and maintaining
the internal control and risk management system, as
identified in the figure of the Chief Executive Officer,
who is responsible for the design, implementation and
management of the internal control system, and for
constantly monitoring its adequacy and effectiveness;
• the Managers Responsible for preparing the corporate
accounting documents, as second-level figures of control,
are responsible for establishing adequate administrative
and accounting procedures for the preparation of financial
reports;
• the Head of Internal Audit, who tests - acting in an
independent capacity - the operation and suitability of the
internal control and risk management system, in accordance
with the annual audit plan approved by the Board of
Directors, which is 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
THE INTERNAL CONTROL AND RISK MANAGEMENT
SYSTEM
The Prysmian Group has adopted an internal
control and risk management system in
compliance with the Self-Regulatory Code
1
that is in line with the best practices in the
field and is based on tools and information
flows that allow the Board of Directors to take
strategic decisions and define the system’s
guidelines on an informed basis.
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
management system and administrative-accounting
system;
• the Monitoring Board, with the task of supervising the
operation of and compliance with the Organisational Model
adopted under Legislative Decree 231/2001, as well as to
oversee its updating by presenting the Board of Directors
with proposed revisions and amendments.
In addition, in light of the increasing complexity of its
activities and in response to changes in the legislative
environment, in 2012 the Board of Directors decided to devote
even more of the Group’s attention to the internal control and
risk management system, by implementing a dynamic system
of Enterprise Risk Management (ERM) and by appointing a
specific Internal Risk Management Committee, comprised
of the Group’s Senior Management, with the mission
of identifying, measuring, analysing and evaluating risk
situations or events that could affect the achievement of the
Group’s strategic objectives and priorities. Fuller information
about the system of business risk management can be found
in the “Risk Factors and Uncertainties” section of this report.
Also of importance with reference to the internal control and
risk management system are the Group’s Code of Ethics and
the Organisation and Management Model adopted by the
Prysmian Group under Legislative Decree 231/2001.
System of internal control over financial reporting
In accordance with Law 262/2005 (“Provisions for the
protection of savings and the regulation of financial markets”)
and under art. 19 of the By-laws, the Board of Directors, after
consulting the Board of Statutory Auditors, has appointed
(1) “Italian Stock Exchange Self-Regulatory Code for Listed Companies - Ed. 2011” drawn up by the Corporate Governance Committee of Borsa Italiana S.p.A..
