2017 Sustainability Overview | Prysmian Group

In order to strengthen the system of internal control and risk management, a Compliance Function was established since 2016 and subsequently, in April 2017, a Compliance director was appointed - reporting directly to the Compliance & Internal Audit Officer - with the task of dealing with, promoting, developing and implementing the training policies and programs referred to in the Audit and Compliance plan. The Group decided to maintain a separate Internal Audit organisation, which reports hierarchically and functionally to the Compliance & Internal Audit Officer, which has thus become larger and more structured. The Compliance and Internal Audit Officer in turn reports hierarchically to the Board of Directors as well as to the Audit Committee and the Board of Statutory Auditors. The Compliance Officer is not responsible for any operational areas, despite having direct access to all the information needed for the perform his functions. He is mandated to check the adequacy and functioning of the system of internal control and risk management in compliance with international professional standards, both on an ongoing basis and with regard to specific requirements. Accordingly, the Officer prepares an annual Audit and Compliance Plan for the Group, based on the risk assessment carried out as part of the ERM process. STATUTORY AUDITORS P. Libroia (P.) P.F. Lazzati L. Gualtieri SHAREHOLDERS’ MEETING MONITORING BOARD ex D.Lgs. 231/01 M.L. Mosconi (P.) S. Corbella M. Sinagra CONTROL AND RISKS COMMITTEE C. De Conto (P.) J.V. Bigio M.L. Mariani COMPENSATION, NOMINATION AND SUSTAINABILITY COMMITEE M. de Virgilis P. Amato M. Tononi MANAGER IN CHARGE FOR INTERNAL CONTROL A. Nespoli BOARD OF DIRECTORS CHAIRMAN M. Tononi DIRECTORS EXECUTIVES V. Battista, CEO and GM P. F. Facchini, CFO F. I. Romeo, V.P. Strategy and Dev. M. Battaini, V.P. Energy Project INDEPENDENTS M.E. Cappello C. De Conto M.L. Mariani M. de Virgiliis M. Tononi J.V. Bigio P. Amato M. Kung INDEPENDENT AUDITOR EY S.p.A. MANAGERS IN CHARGE FOR PREPARING CORPORATE ACCOUNTING DOCUMENTS A. Brunetti e C. Soprano GOVERNANCE STRUCTURE COMPLIANCE AND INTERNAL CONTROL STRENGTHENED * Board of Directors appointed for the next 3 years during the Shareholders' Meeting of Prysmian S.p.A. – April 2018