Control and risk committee

The Control and Risk Committee (formerly the Audit Committee) of March 22, 2016 in office comprises four non-executive Directors, including two independent Directors: Marie-Christine Aulagnon (Chairwoman since September 20, 2017), Beatrice Bigois (Chairwoman until September 20, 2017), Paolo Di Benedetto (independent) and Gian Maria Gros-Pietro (independent).

The current composition of the Committee is consistent with the Code’s recommendation that at least one of its members should be experienced in accounting, finance and risk management.

The Committee is responsible for providing consulting support and making recommendations in the following areas, which were expanded in accordance with one of the alternatives offered in 2015 by the Code, attributing to the Committee also the supervision of sustainability issues related to the exercise of the Company’s businesses and the dynamics of its interaction with all stakeholders.

  • Together with the Corporate Accounting Documents Officer and considering the input of the Statutory Independent Auditors and the Board of Statutory Auditors, it assesses the correct use of the accounting principles and their consistency with those used in the consolidated financial statements and review the accounting treatment of the principal Company transactions, particularly with regard to their effect on financial reporting
  • It renders an opinion to the Board of Directors on the guidelines of the internal control and risk management system and the compatibility degree of such risks with a management of the Group’sbusiness that is consistent with the chosen strategic objectives
  • It renders an opinion to the Board of Directors on the effectiveness of the internal control system and the risk management process. In this endeavor, the Committee is supported by the Internal Auditing Manager
  • It reviews the work plan submitted by the Internal Auditing Department and its periodic reports, as well as the findings of particularly significant reports prepared by that Department
  • It monitors the adequacy, effectiveness, efficiency and independence of the Internal Auditing Department
  • If appropriate, it recommends that the Internal Auditing Department perform audits of specific operational areas, notifying the Director responsible for overseeing the internal control and risk management system
  • It renders an opinion regarding the appointment and dismissal of the Internal Auditing manager and on the adequacy of the financial resources allotted to him. In this regard, please note that securing an opinion about the appointment was not made mandatory, preferring to leave greater discretion to the Board of Directors with regard to the appointment and considering that the procedures adopted by the Company for the replacement of key resources in the corporate organization (such as, specifically, the manager of the Internal Auditing Department) and the definition of the corresponding compensation guarantee that the selection and evaluation process of the candidates is sufficiently detailed and their compensation is consistent with the general guidelines reviewed by the Compensation Committee.
  • Upon request by the Board of Directors or the Director responsible for overseeing the functionality of the internal control and risk management system, it provides opinions concerning specific aspects of the internal control system and the mapping and management of the main risks
  • It evaluates, with the input of the Board of Statutory Auditors the findings of the Statutory Independent Auditors in the audit report and the management letter concerning key issues uncovered during the statutory independent audit
  • It carries out all other tasks assigned to it by the Board of Directors
  • It reports to the Board of Directors at least semiannually, when the annual and semiannual financial reports are approved, on the work it performed and on the effectiveness of the Company’s internal control and risk management system
  • It supports, with an adequate investigative activity, the assessment and decisions of the Board of Directors regarding the management of risks deriving from prejudicial events
  • It supervises sustainability issues related to the exercise of the Company’s businesses and the dynamics of its interaction with all stakeholders
  • It supports, with an adequate investigative activity, the assessment and decisions of the Board of Directors regarding the management of risks deriving from prejudicial events
  • It supervises sustainability issues related to the exercise of the Company’s businesses and the dynamics of its interaction with all stakeholders.

At the Committee’s invitation, meetings of the Committee are attended on a regular basis by the Chairman of the Board of Statutory Auditors or another Statutory Auditor, so as to ensure the delivery to this entity of the flow of information and suggestions recommended by the Code. As a rule, the following parties are invited and attend Committee meetings for their entire duration: the Chief Financial Officer, the General Counsel, the Secretary to the Board of Directors, the Risk Officer, the Accounting & Tax Manager, the Planning, Control & Corporate Credit Manager, the Gas Midstream-Energy Management & Optimization Manager and the Independent Auditors. From time to time, other Directors, employees and experts may be invited to attend meetings in a consulting capacity.

At the first Board meeting held after each Committee meeting, the Committee Chairman communicates to the Board of the Directors the resolutions adopted by the Committee, which may take the form of a proposal to the Board with regard to issues within its jurisdiction.