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FINANCIAL STATEMENTS AND EXPLANATORY NOTES
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| 2012 annual report prysmian group
Groups; minor changes were made in 2012 that do not warrant
mention in this report; the organisational structure was also
updated for particular requirements as they arose; the Board
of Statutory Auditors has been regularly informed about any
rotations of key positions.
Our opinion on the reliability of the organisational structure
as a whole is confirmed as positive.
The existing system of delegated authority is based on a
distinction, by nature, between various kinds of deeds and
transactions, as well as on maximum financial limits on the
execution of the various types of management action. Overall,
it is based on rational principles and is appropriate for the
Company’s type of business.
13 Observations on adequacy of internal control system
The Board of Statutory Auditors has monitored the adequacy
of the internal control system, directly through meetings
with persons in charge of the various company functions,
by attending meetings of the Control and Risks Committee
and by periodic meetings with the Independent Auditors,
and can report that the system has not displayed any major
weaknesses or facts or matters warranting disclosure in the
present report.
The annual internal audit plans have been adopted in
agreement between the Internal Audit department and the
Chief Executive Officer, after presentation to the Board of
Statutory Auditors and the Control and Risks Committee;
they are approved annually by the Board of Directors. The
preparation of such plans clearly does not rule out unplanned
work when the bodies and functions concerned see the need
or opportunity to do so.
The systematic meetings of the Head of Internal Audit with
the Control and Risks Committee, with the Board of Statutory
Auditors in attendance, have made it possible to effectively
follow the progress and results of internal auditing activities.
These meetings have also allowed the Board of Statutory
Auditors to coordinate with the Control and Risks Committee
the conduct of its duties as “Internal Control and Financial
Audit Committee” assumed after implementation of art. 19 of
Legislative Decree 39/2010, involving particular vigilance over
(i) the financial reporting process and (ii) the effectiveness
of the systems of internal control, internal audit and risk
management.
The reviews and controls performed on the areas and
functions covered by internal auditing have led us to form an
opinion of substantive fairness and reliability in relation to
the internal control system.
No significant weaknesses in the system have been identified
so that, even though it is constantly evolving and being
improved, the system can be viewed as reliable.
The Prysmian Group has a strong central system of internal
control, which allows it to closely and promptly monitor
the operations and risks of all its subsidiaries located in
many countries, while the Draka Group was organised on
a more decentralised basis in favour of individual units.
The integration process has therefore also aimed to extend
the central system of control to the former Draka business
perimeter, in order to achieve full and immediate monitoring
of all business processes and risks. Integration of the systems
of internal control is still in progress.
By way of memorandum only, we note that during 2012 the
Board of Directors of Prysmian S.p.A. started to develop a
dynamic Enterprise Risk Management (ERM) system, which
will become an integral part of the system of internal control
and risk management.
The “Report by the Monitoring Board (set up under Legislative
