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PRYSMIAN GROUP | DIRECTORS’ REPORT
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THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM
The Prysmian Group has adopted an internal control and risk management system in compliance with Italy's
Corporate Governance Code
1
and which is in line with the best practices in the field and based on tools and
information flows that allow the Board of Directors to take strategic decisions and define the system's
guidelines in an informed manner.
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 discharge 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 person of the Chief Executive Officer, who is responsible for the design,
implementation and management of the internal control system, and for keeping its adequacy and
effectiveness under constant review;
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, including the ERM process, in
accordance with the annual audit plan approved by the Board of Directors, itself 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 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 practice 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 operation of and compliance with the
Organisational Model adopted under Legislative Decree 231/2001, as well as of ensuring that the
model is kept up-to-date by presenting the Board of Directors with proposed revisions and
amendments.
1 ”
Italian Stock Exchange Corporate Governance Code for Listed Companies - Ed. 2015" drawn up by the Corporate Governance Committee of Borsa
Italiana S.p.A..