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DIRECTORS’ REPORT
RISK FACTORS
Prysmian S.p.A. is exposed in the normal conduct of its
business to a number of financial and non-financial risk
factors which, if they should arise, could also have a material
impact on its results of operations and statement of financial
position. Prysmian S.p.A. adopts specific procedures to
manage the risk factors that might influence its business
results. These procedures are the result of corporate policy
which has always sought to maximise value for shareholders
by taking every action needed to prevent the risks inherent
in the Company’s business. For this purpose, the Board
of Directors voted on 24 January 2006 to adopt a model of
organisation, management and control (“Organisational
Model”), designed to prevent commission of the criminal
offences envisaged by Legislative Decree 231/01.
In order to reflect the intervening organisational changes
since first adopting the Organisational Model, and changes
in the above law, the Company’s Board of Directors voted
on 27 August 2008 to adopt a revised Organisational Model.
The revised model has been prepared on the basis of recent
pronouncements by the legal and academic profession and
the Guidelines of Confindustria (Italian confederation of
industry) and responds to the need for constant updating of
the Company’s system of corporate governance.
The Company’s corporate governance structure is based on
the recommendations and rules contained in the “Italian
Stock Exchange Self-Regulatory Code for Listed Companies
- Ed. 2011”, which the Company has adopted. The “Corporate
Governance” section of this report provides information
on the structure adopted and related responsibilities and
outlines the contents of the documents that comprise the
new Organisational Model. Based on its financial performance
and cash generation in recent years, as well as its available
financial resources at 31 December 2012, the Company
believes that, barring any extraordinary events, there are no
significant uncertainties, such as to cast significant doubt
upon the business’s ability to continue as a going concern.
More details about context risks (External Risks) and process
risks (Internal Risks) can be found in the Directors’ Report
contained in the Group Annual Report.
