2012 ANNUAL REPORT - page 358

PARENT COMPANY >
FINANCIAL STATEMENTS AND EXPLANATORY NOTES
358
| 2012 annual report prysmian group
supervising the operation of the system of internal control
and risk management; (iii) the Company has also set up a
Compensation and Nominations Committee; its role, duties
and operation are discussed in chapter 7 of the Report
on Corporate Governance. During the year the Antitrust
Committee was dissolved, having completed its task of
drawing up suitable procedures to prevent the occurrence
of episodes similar to those that have involved the Group;
we recall that these procedures (the Antitrust Code of
Conduct) were adopted by the Board of Directors on 12
May 2011; verification of the application and updating of
these procedures is the responsibility of the Internal Audit
department; (iv) the Company has also adopted specific
procedures for:
• the conduct of related party transactions;
• the conduct of Shareholders’ Meetings;
• the communication of price sensitive information outside
the Company;
• reporting obligations relating to transactions by “relevant
persons” involving shares or other financial instruments
issued by the Company (Code of Conduct for Internal
Dealing);
• compliance with the obligations to inform the Board of
Statutory Auditors under art. 150, par. 1, TUF.
The Board of Statutory Auditors has checked that the Board
of Directors has applied the proper principles when evaluating
the independence of its non-executive members, and that
the related verification procedures were properly performed.
The Board of Statutory Auditors has also reviewed and
confirmed the independence of its own members. The Board
of Statutory Auditors therefore has no observations to make
as a result of this review.
Lastly, the Board of Statutory Auditors recalls that the
Company has an Investor Relations function which is
responsible for relations with shareholders and institutional
investors.
18 Concluding remarks on supervisory activities
The Board of Statutory Auditors has checked that the
Company has an appropriate and adequate organisational
structure, such as to ensure its compliance with legislation
and its correct and timely performance of the associated
requirements.
This detailed control – as already reported above - has also
been managed and supplemented with:
• specific targeted activities for reviewing compliance with
law or the By-laws;
• attendance at meetings of the Board of Directors;
• acquisition of information about tests and monitoring
performed by the Independent Auditors;
• gathering of additional information in meetings - even
informally - with the Directors, the Internal Audit
department, the Control and Risks Committee and the
heads of the various company functions;
• review, together with the Company, of any new instructions
or communications by Consob that affect the Company.
In this way it has been possible to confirm that the
organisational and technical conditions exist for effectively
complying with the By-laws, laws and regulations that govern
the Company’s officers, activities and business.
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