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CORPORATE GOVERNANCE REPORT
b) Functioning
34. Location where the regulations governing the
functioning of the Fiscal Board can be found
The Regulations of the Audit Committee may be con-
sulted on the website:
.
35. Meeting of the Fiscal Board
The Audit Committee meets at least once each quarter.
In 2013 there were five formal meetings of this body
and the rate of attendance of all the active members
was 100%.
36. Availability of each member with description
of positions hels in other companies inside and
outside the group and other relevant activities
carried out
All the members of the Audit Committee consistently
demonstrated their availability to perform their func-
tions, having attended all the meetings and taken part
in the work.
For point 33 above we refer to the information on other
posts held in other companies by the active members of
the Audit Committee in Annex 2 to this report.
c) Competences and functions
37. Description of the procedures and criteria for
intervention by the Fiscal Board for the purpose of
hiring additional services to the Statutory Auditor
The Audit Committee annually assesses the work of the
external auditor and states its conclusions in its Report
and Opinion, issued in the terms and for the purposes
of art. 420.1.g) of the Companies Code
The Audit Committee analyzes and approves the scope
of any non-audit services provided, considering wheth-
er they call the independence of the external auditor
into question. It also ensures that any consulting servic-
es provided have the necessary level of quality, autono-
my and independence relative to the services provided
within the scope of the audit process.
38. Other functions
The Audit Committee, in coordination with the statutory
auditor, is responsible for the auditing of the Company,
namely:
– examine the appropriateness of the accounting
policies
– examine the effectiveness of the risk management
system and of the internal control system
– examine the process of preparation and disclosure of
financial information
– examine the auditing of the accounts
It is also responsible for making proposals to the Gener-
al Meeting for the appointment of the statutory auditor
and examining the auditor’s independence, particularly
as regards the provision of non-audit services.
The annual report on the work of the Audit Committee
is published, together with the financial statements, on
the Company’s website.
To all effects, the Audit Committee represents the com-
pany in relation to the external auditor, ensuring that
all the conditions of service provision are met, annually
assessing the auditor’s performance, acting as the audi-
tor’s main contact and receiving its reports, jointly with
the Board of Directors.
To perform its functions the Audit Committee obtains
from the Board of Directors the information it needs in
order to carry out its activity, namely information on the
Group’s operations and finances, changes in the com-
position of the Group’s portfolio of companies and busi-
nesses and the content of the main resolutions adopted
by the Board.
