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FINANCIAL STATEMENTS AND EXPLANATORY NOTES
354
| 2012 annual report prysmian group
provided by the Group’s treasury company and employment
relationships with directors and key management personnel.
During the year the Board of Statutory Auditors checked
that intragroup or related party transactions were carried
out in compliance with these procedures, and in any case
under contracts entered into on an arm’s length basis. The
intragroup transactions examined appeared to be consistent,
in the best interests of the Company and the Group it heads,
as well as properly motivated and documented.
The Board of Statutory Auditors does not have anything to
add to these disclosures which seem to be satisfactory.
3 Opinion on the adequacy of the information provided by
the Directors about atypical or unusual transactions
No atypical and/or unusual transactions took place and so no
opinion is required.
4 Observations on disclosures specifically mentioned in
the Independent Auditors’ Opinion
The Independent Auditors issued unqualified opinions on
the separate financial statements and the consolidated
financial statements on 15 March 2013. In their opinion on the
consolidated financial statements, the Independent Auditors
have drawn attention to one of the disclosures by reporting
that: “As described in note 14 to the consolidated financial
statements
(“Provisions for risks and charges”), during 2009
the European Commission and other competent antitrust
authorities started investigations into the Prysmian Group and
other European and Asian electrical cable manufacturers to
verify the existence of alleged anti-competitive agreements in
the high voltage underground and submarine cables markets.
Already during 2011, in view of the recent developments
in the European Commission investigation, the directors
decided to estimate the liability relating to the antitrust
investigations underway in the various jurisdictions, except
for Brazil. This liability is still the best estimate based on the
information currently available, even though the outcome of
the investigations underway in the various jurisdictions is still
uncertain”.
The Independent Auditors draw attention to the same
disclosure in their opinion on the separate financial
statements of Prysmian S.p.A..
The Board of Statutory Auditors does not have any other
observations to add to those already made in point 1 of the
present report.
5 Complaints under art. 2408 of the Italian Civil Code
During the Shareholders’ Meeting of 18 April 2012, the
shareholder Carlo Fabris lodged a complaint under article
2408 of the Italian Civil Code, concerning the indication,
in the meeting’s notice, of a deadline for the submission
of questions. In particular, he argued that there is no rule
allowing the introduction of such a deadline, and that, had he
not attended personally, he would certainly have sent some
questions after this deadline to see how the Company would
have behaved.
First of all, the Board of Statutory Auditors notes that -
according to the minutes of the meeting of 18 April 2012 - the
shareholder concerned owns 2 shares, representing a capital
of Euro 0.20 out of a total of Euro 21,443,097.20; this does
therefore not qualify as a complaint falling under paragraph 2
of art. 2408, that needs to be discussed in our annual report.
The Board of Statutory Auditors has conducted a detailed
examination of the applicable legislation and the related
facts and legal rights; it has also noted that the Company
has not received any other complaints and has reached the
conclusions set out below.
The establishment of a deadline for the presentation of
questions (16 April 2012 with reference to the meeting on 18
April 2012) is not imperative and there is no consequence for
failing to comply with this deadline; the deadline fixed by the
Company was solely for organisational purposes to allow it
to provide a fuller and more detailed response to questions
submitted in advance by shareholders not attending the
meeting. During the meeting of 18 April 2012, however, all
requests for information from shareholders were dealt with,
including the questions asked by the same shareholder
Fabris.
The Company’s approach has been confirmed by the fact
that Legislative Decree 91 of 18 June 2012, published after
the meeting in question, has introduced in article 127-ter of
Italy’s Unified Financial Act, the obligation to indicate such a
cut-off date in the notice of shareholders’ meetings, with the
stated purpose of allowing companies to properly prepare the
information provided to shareholders in the meeting, as set
out in the Ministry of Economy’s Consultation Paper dated
13 February 2012, which states that such a deadline makes
it possible “to give greater attention to the need to prepare
properly for shareholders’ meetings and to conduct them
correctly”.
6 Presentation of petitions
There were none.
7 Other services provided by the Independent Auditors
See the table in Note 38 to the consolidated financial
statements.
8 Engagement of parties connected with the Independent
Auditors
See the table in Note 38 to the consolidated financial
statements.
9 Legal opinions issued
During 2012 the Board of Statutory Auditors issued:
• an opinion at the meeting of the Board of Directors on 10
May 2012, concerning the division between the Directors of
the annual emoluments set by the Shareholders’ Meeting
for the entire Board of Directors;
• an opinion at the meeting of the Board of Directors on 8
November 2012, concerning the appointment of Andreas
Bott as manager responsible for preparing corporate
accounting documents.
