Consolidated Financial Statements >
Directors’ Report
138
| 2012 annual report prysmian group
BOARD OF STATUTORY AUDITORS
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. Legislative Decree
39/2010 has identified the Board of Statutory Auditors as the
“Internal Control and Financial Audit Committee”, meaning
that it now has supervisory duties over the financial reporting
process, the effectiveness of the systems of internal control,
internal audit and risk management, over the statutory audit
of the separate and consolidated annual accounts and over the
independence of the external auditing firm.
The current Board of Statutory Auditors - appointed by the
Company’s Ordinary Shareholders’ Meeting held on 15 April
2010 - will serve until the date of the Shareholders’ Meeting
called to approve the financial statements for the year ended 31
December 2012 and consists of the following members:
The Statutory Auditors serve for three years and their term in
office expires on the date of the Shareholders’ Meeting called
to approve the financial statements relating to their third year
in office. They are eligible for re-election. The Chairman of the
Board of Statutory Auditors and one of the Alternate Auditors
are appointed by the Shareholders’ Meeting from among the
Statutory Auditors elected by minority shareholders.
The appointment of the Statutory Auditors takes place on
the basis of slates presented by shareholders who, alone or
together with other shareholders, hold shares representing
at least 2% of share capital with voting rights, or such lower
percentage established by law or regulation. Consob Resolution
18.452 of 30 January 2013 has set the minimum shareholding
requirement for presenting candidate slates at 1% for 2013.
These slates must be filed at the registered offices at least
twenty-five days before the date set for the Shareholders’
Meeting in first call. Each slate must be accompanied by
statements in which the individual candidates accept their
candidacy and by a curriculum vitae.
The information provided by Statutory Auditors in relation
to positions held as Directors or Statutory Auditors in
other companies can be found in the “Report on Corporate
Governance and Ownership Structure”.
The Board of Directors has appointed a Chief Executive Officer
and General Manager from among its members and granted
him all the authority and powers of ordinary administration
needed or useful for fulfilling the Company’s business purpose.
Pursuant to art.19 of the By-laws and after consulting the
Board of Statutory Auditors, the Board of Directors has
appointed Jordi Calvo (Head of Planning & Controlling) and
Carlo Soprano (Head of Financial Statements & Compliance)
as the joint Managers responsible for preparing corporate
accounting documents.
With effect from 1 January 2013, Andreas Bott has succeeded
Jordi Calvo as Head of Planning & Controlling, also becoming
Manager responsible for preparing corporate accounting
documents, a position still held jointly with Carlo Soprano.
The Board of Directors has established two internal
committees and appointed their members:
• Control and Risks Committee, with powers to advise and
make proposals to the Board of Directors, including in order
to allow the latter to fulfil its duties concerning management
of the internal control system.
• 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.
BOARD OF STATUTORY AUDITORS
NAME
OFFICE HELD
Marcello Garzia
Chairman of the Board of Statutory Auditors
Paolo Burlando
Standing Statutory Auditors
Luigi Guerra
Standing Statutory Auditors
Giovanni Rizzi
Alternate Statutory Auditors
Luciano Rai
Alternate Statutory Auditors
