Functions of the Board of the Statutory Auditors

According to the law, the Board of Statutory Auditors is entrusted with monitoring the following:
• compliance with the law and the bylaws;
• respect for the rules of correct administration;
• the adequacy of the organisational structure, the internal control and risk management system and the  administrative-accounting system and their actual functioning;
• the procedures to implement effectively the corporate governance rules evisaged by the rules of conduct to which the company adheres;
• the adequacy of the instructions issued by the Company to its subsidiaries regarding the reporting of price sensitive information and compliance with the applicable regulations on transactions with related parties.

The Board of Statutory Auditors also acts as “internal control and accounts auditing committee” in accordance with Directive 2006/43 EC and EU Regulation No. 537/2014 and, pursuant to the Legislative Decree 39/2010, monitors the statutory auditing process of the annual financial statements and the consolidated financial statements, the results of which it then discloses to the Board of Directors, to which it also submits the report by the independent auditor pursuant to Art. 11 of EU Regulation No. 537/2014 and also verifies the independence of the independent auditing firm, also with reference to non-audit services.

The Board of Statutory Auditors carries out its duties by exercising all of the powers conferred upon it by law and, since it can rely on a constant and analytical information flow from the Company, during and beyond the regular meetings of the Board of Directors and its Committees.

In fulfilling its functions, the entire Board of Statutory Auditors, besides participating in all the Board of Directors and Shareholders' Meetings, can also take part in the tasks of the Audit, Risks and Corporate Governance Committee, of the Committee for transaction with related Parties and the Remuneration Committee. One member of the Board of the Statutory Auditors is invited to attend the meeting of the Appointments and Successions Committee, the Strategies Committee and the Sustainability Committee (usually the Chairman).

In addition, in accordance with the Italian Legislative Decree no. 125 of 06 September 2024, which incorporates and implements the CSRD Directive (Corporate Sustainability Reporting Directive) the Board of Statutory Auditors monitors:

• (i) to ensure that the consolidated sustainability reporting is drafted and published in compliance with the provisions of reference legislation;
• (ii) the adequacy of the organisational, administrative, reporting and control system adopted to ensure a correct, complete representation in the sustainability reporting of all information necessary to understanding both the business impact on sustainability matters and the manner in which sustainability aspects impact the company’s performance, its results and position.

A detailed description of the supervisory activities of the Board of Statutory Auditors in regard to consolidated sustainability reporting is included in its report to the Shareholders' Meeting.