357
Decree 231/01)” on the work performed in the second half
of 2012, was presented to the Board of Directors on 27
February 2013 and provided, among others, an account of its
monitoring and updating of the Organisational Model adopted
by the Company under Legislative Decree 231/01 and its actual
application.
A specific section of the Directors’ Report accompanying the
consolidated financial statements describes the risk factors
to which the Company is exposed, while the “Report on
Corporate Governance and Ownership Structure” provides a
full account of the activities for managing risks relating to the
financial reporting process, with particular attention to the
disclosures required by Law 262/05.
14 Observations on adequacy of accounting and
administrative system
The Board of Statutory Auditors has regularly monitored
that the existing system is operating correctly, including
through meetings with the Group CFO and with the Managers
responsible for preparing corporate accounting documents,
and even with individual heads of function within the
administrative office.
The Parent Company provides certain accounting and
administrative services to the Group’s Italian companies,
although several accounting and administrative functions
are delegated to subsidiaries, whose respective CFOs report
directly to the Group CFO.
As stated earlier, a major project has been in progress
since 2009 to standardise the financial and management
accounting system, based on the adoption of a standard
SAP platform by all the Group’s companies; this project
was revised and rescheduled in 2011 to take account of the
integration of the Prysmian and Draka Groups; in 2012 the
project continued according to plan, involving the most
important companies in the Group; the project is due to be
completed by 2015.
In brief, the accounting and administrative system has proved
itself reliable; like in the previous year, the consolidation of
Draka, despite its complexity, has not given rise to any critical
situations warranting mention in this report.
Our opinion on the system is positive, and in particular, we
believe that the accounting and administrative system is
capable of correctly representing the results of operations.
The annual financial report therefore reflects the Company’s
performance in 2012 and contains a comprehensive analysis
of its situation, performance and operating results, and a
description of the principal risks and uncertainties to which
the Company is exposed, with a detailed and consistent
presentation of its assets and liabilities, financial position
and results of operations contained in the “Directors’
Report” and in the “Explanatory Notes”. As a result of
business combinations during the year (see Section E.
Business Combinations), the value of goodwill in the financial
statements amounts to Euro 405 million (Euro 352 million
at the end of the previous year as a result of the Draka
acquisition); impairment testing has not revealed the need to
recognise any impairment losses.
15 Observations on adequacy of instructions given to
subsidiaries (art. 114 TUF)
The Board of Statutory Auditors has taken note of the
Company’s instructions to its subsidiaries in accordance with
art. 114, par. 2, TUF and is of the opinion that they are suitable
for fulfilling the duties of communication required by law.
16 Relevant matters emerging during meetings with
the Independent Auditors (art. 150 TUF and art. 19
Legislative Decree 39/2010)
Regular contact was maintained during the year under review
with the Independent Auditors, with whom a productive
exchange of data and information was established, also in
view of the new duties assumed by the Board of Statutory
Auditors under art. 19 of Legislative Decree 39/2010 in its role
as the
“Internal Control and Financial Audit Committee”.
This involved not only meetings, also attended by the
Company, but also informal contact between members
of the Board of Statutory Auditors and representatives
of the Independent Auditors, during which the following
matters were particularly discussed: (i) organisation of the
statutory audit of the separate and consolidated financial
statements and (ii) matters concerning the independence of
the Independent Auditors with particular reference to services
other than auditing ones.
No facts or matters warranting mention in the present report
have emerged in connection with the process of preparing the
separate and consolidated financial statements; in particular,
the Independent Auditors have not informed the Board
of Statutory Auditors of any critical matters or significant
weaknesses such as to influence the overall reliability of the
process of preparing these documents.
By the date of the shareholders’ meeting convened to approve
the financial statements for 2012, the Independent Auditors
will send a statement confirming their independence and the
absence of any incompatibilities under art. 10 and art. 17 of
Legislative Decree 39/2010, the information required by art.
17 par. 9 (a) of the same decree concerning non-audit services
provided to the Prysmian Group, and the Report required by
art. 19 of Legislative Decree 39/2010.
17 Compliance with Self-Regulatory Code
The disclosures in this paragraph are also given in compliance
with art. 149 par.1.c-bis) of TUF.
The Company has adopted the principles established by the
Self-Regulatory Code published by Borsa Italiana S.p.A.; the
Board of Directors approved the Annual Report on Corporate
Governance and Ownership Structure in its meeting on 27
February 2013.
For memorandum purposes only, we recall that: (i) the Control
and Risks Committee, made up of board members, acts in
a consultative and proposal-making capacity to the Board
of Directors; its role, duties and operation are discussed
in chapter 9 of the Report on Corporate Governance; (ii)
the Board of Directors has appointed Valerio Battista,
the Chief Executive Officer, as the director in charge of
