Manager responsible for the preparation of the corporate financial documents
At the meeting of August 3, 2023, the Board of Directors of the Company has confirmed the appointment of the Executive Vice President and Chief Financial Officer Fabio Bocchio, as Manager responsible for the preparation of the corporate financial documents for the term of the mandate of the Company's Board of Directors.
The Manager in charge has the following main tasks:
- to prepare adequate administrative and accounting procedures for the preparation of the annual financial statements and consolidated financial statements as well as any other financial communications;
- to issue a written statement attesting that the Company's documents and communications provided to the market and pertaining to the same Company's accounting, asset or financial reporting, including interim reports, truly reflect the documents, books and accounting records;
- to certify with a special report based on the CONSOB regulation model, to be attached to the annual financial statements, the simplified half-yearly financial statements and the consolidated financial statements confirming:
- the suitability and effective application of the procedures in letter a) above during the period to which the documents refer to;
- that the documents are prepared in compliance with the applicable international accounting principles recognised in the European Community under Regulation (EC) No. 1606/2002 of the European Parliament and of the Council of 19 July 2002;
- that the documents comply with the results of the accounting books and records;
- that the documents provide a truthful and accurate picture of the operating results and financial position of the Company and all the companies covered by the consolidated financial statements;
- for the annual financial statements and consolidated financial statements, that the management report includes a reliable analysis of the operational progress and results and of the situation of the Company and all of the companies covered by the consolidation, together with a description of the main risks and uncertainties to which they are exposed;
- for the simplified half-yearly financial statements, that the interim management report includes a reliable analysis of the information as per paragraph 4 of Article 154-ter of the Consolidated Financial Act (TUF).
The Manager in charge is also granted with all the organizational and management powers required to perform the duties granted by current legislation, the Bylaws and the Board of Directors. Full spending power is given to exercise the granted powers.
The Manager in charge:- is expected to attend Company Board of Director’s meetings with examination of the Company's economic-financial data on the Agenda;
- shall without delay inform the delegated management body, the Board of Directors, also via the ad hoc board committee, of any significant matters of relevance which it considers, if incorrect, to be stated in the declaration required by Article 154-bis of the TUF;
- has direct access to all the necessary information for the production of the accounting data, without the need for any authorization; he participates in the internal accounting flows and approves all the company procedures that impact on the Company's financial situation;
- reports, at least once a year, to the Board of Directors either directly or via the ad hoc internal board committee and to the Board of Statutory Auditors.
The Board of Directors must make sure the Manager in Charge avails of the proper means and powers to exercise the duties conferred and ensure effective compliance with administrative and accounting procedures.
Following the enactment of the Legislative Decree 125/2024 (so-called "CSRD Decree"), the Company's Board of Directors - without prejudice to the powers conferred by the Board of Directors on 3 August 2023 and starting from the approval of the financial statements at 31 December 2024 - included for the Manager in charge the task of, in line with the pro-tempore legislation in force, certifying, with a special report based on the CONSOB regulation model, to be attached to the consolidated financial statements, that the sustainability reporting included in the management report has been prepared in accordance with the sustainability reporting standards pursuant to Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 and Legislative Decree 125/2024 and with the specifications adopted pursuant to Article 8, paragraph 4, of Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020. With reference to this task, the Manager in charge:
- shall without delay inform the delegated management body, the Board of Directors, also via the ad hoc board committee, of any significant matters of relevance which it considers, if incorrect, to be stated in the declaration required by Article 154-bis, paragraph 5-ter, of the TUF;
- has direct access to all the necessary information for the production of the sustainability data pursuant to Legislative Decree 125/2024, without the need for any authorization; he participates in the internal flows pertaining to relevant sustainability issues pursuant to Legislative Decree 125/2024 and approves all the company procedures that impact on the Company's sustainability profiles.