Consolidated Financial Statements >
Directors’ Report
136
| 2012 annual report prysmian group
The traditional model of governance and control has been
adopted, with the presence of a general Shareholders’
Meeting, a Board of Directors and a Board of Statutory
Auditors. The corporate governance system is based on
the core role of the Board of Directors (as the most senior
body delegated to manage the Company in the interests
of shareholders), on the transparency of decision-making
processes, on an effective internal control system, on
strict rules governing potential conflicts of interest and
on appropriate standards of conduct for related party
transactions.
Prysmian has implemented this system by drawing up and
adopting codes, standards, rules and procedures which govern
and regulate the conduct of activities by all the Company’s
organisational and operating structures.
COMPANY ORGANISATIONAL STRUCTURE
Transparency of decision-making processes, effective internal controls, strict rules governing
potential conflicts of interest and appropriate standards for related party transactions.
The Board of Directors has the broadest possible powers of
ordinary and extraordinary administration, except for those
powers which by law are the exclusive prerogative of the
Shareholders’ Meeting. The Board of Statutory Auditors
oversees compliance with the law and the memorandum
of association and observance of the principles of correct
administration in the conduct of company activities and
monitors the adequacy of the Company’s organisational
structure, internal control system and administrative and
accounting system.
The independent audit of the financial statements is
entrusted to a specialist Consob-registered firm whose
nomination is decided by the Shareholders’ Meeting.
