355
10 Frequency of meetings of Board of Directors and Board
of Statutory Auditors
During 2012 the Board of Statutory Auditors held 9 meetings;
it also attended 6 meetings of the Board of Directors, 6
meetings of the Control and Risks Committee, 3 meetings of
the Compensation and Nominations Committee, as well as
the one Shareholders’ Meeting held during the year.
11 Observations on compliance with principles of good
administration
The Board of Statutory Auditors has obtained information
about and monitored compliance with the principles of good
administration. This was done by attending meetings of the
Board of Directors and of the Control and Risks Committee,
through personal meetings with the Directors, by direct
observation and investigation, by obtaining information
from company managers, by meeting with the Independent
Auditors, also for the mutual exchange of relevant
information under art. 150, par. 2 of Italy’s Unified Financial
Act (TUF).
The work of the Board of Statutory Auditors focused on
controlling the legality of management decisions by the
Directors and whether the decision-making process followed
rational economic and financial principles in accordance
with the techniques and standards recommended by best
business practice. This activity by the Board of Statutory
Auditors did not, however, involve going into the merits of the
opportunities and benefits of the decisions themselves.
The Board of Statutory Auditors checked that typical, usual
and more significant transactions did not fall outside the
Company’s business purpose, did not conflict with the
By-laws, did not represent a conflict of interests, even
potentially, and were not such as to compromise the integrity
of net assets or were not, in any case, manifestly imprudent
or risky. The Board of Statutory Auditors also controlled that
such decisions did not conflict with any resolutions adopted
by the Company’s governing bodies or did not harm the rights
of individual shareholders or minority shareholders.
The Board of Statutory Auditors also checked that decisions
by the Board of Directors involving the more important
transactions were supported by the usual investigations,
analyses, checks and opinions and evaluations by outside
advisors, recommended by best corporate practice, in relation
to the economic and financial fairness of such transactions
and their correspondence with the Company’s interests.
The Board of Statutory Auditors does not have any
observations to make concerning compliance with the
principles of good administration.
12 Observations on adequacy of organisational structure
The Board of Statutory Auditors has obtained information
about and monitored the adequacy of the Company’s
organisational structure, through a process of direct
observation, interviews, the gathering of information from
competent company functions and the conduct of meetings
with persons responsible for internal and external audit.
During the year the Board of Statutory Auditors monitored,
in close collaboration with the Independent Auditors, the
Control and Risks Committee and the Head of Internal
Audit, whether any organisational-operational dysfunctions
were reported that directly arose from organisational
shortcomings; there were no cases requiring mention in this
report.
The company organisational structure was updated during
2011 for the integration between the Prysmian and Draka
