Iren’s Board of Statutory Auditors in office as at 31 December 2021 was appointed (for three years until approval of the Financial Statements as at 31 December 2023) by the Shareholders’ Meeting of 06 May 2021 and is composed of 5 Standing Auditors and 2 Supplementary Auditors.
| Composition at 31/12/2021 | |
|---|---|
| Michele Rutigliano | Chairperson |
| Simone Caprari | Standing Auditor |
| Cristina Chiantia | Standing Auditor |
| Ugo Ballerini | Standing Auditor |
| Sonia Ferrero | Standing Auditor |
| Lucia Tacchino | Supplementary Auditor |
| Fabrizio Riccardo Di Giusto | Supplementary Auditor |
The Articles of Association establish the appointment of the Board of Statutory Auditors through the submission of the lists in order to guarantee an adequate presence of the less-represented gender within the Board.
The Board of Statutory Auditors is called upon to assess the adequacy of the identification, measuring, management and monitoring system for current corporate risks, as well as to verify the appropriate and prompt application of corrective actions held to be suitable for reducing corporate risks to levels considered acceptable by the BoD when defining the business strategy. More specifically, the Board of Statutory Auditors verifies:
- the compliance of the acts and deliberations of the governing bodies with the regulation, statutory provisions and the Corporate Governance Code, as well as the tangible means of implementing the same;
- the adequacy of the organisation structure compared to the size and complexity of the Company, placing particular attention on the completeness of existing Company departments, on the separation and on contrasting responsibilities in the functions and duties, as well as the clear definition of mandates or powers of each department;
- the adequacy of the internal control system in relation to the size and complexity of the company and the sector in which the Group operates, as well as strategic objectives;
- fulfilment of the obligations to draw up and publish the Non-Financial Statement under Legislative Decree 254/2016;
- the adequacy of the procedures adopted by the Board of Directors to regulate transactions with related parties, as well as the compliance of the same with the laws and regulations on transparency and public information.
Also, the Board of Statutory Auditors, in its capacity as the “Internal Control and Audit Committee“, is entrusted with the following tasks:
- monitor the statutory audit of the Separate Financial Statements and Consolidated Financial Statements, also taking into account any findings and conclusions of the quality controls carried out by Consob;
- review and monitor the autonomy of the Independent Auditors, especially concerning the adequacy of the provision of non-audit services, oversee the adoption of appropriate procedures for the preventive authorisation of eligible non-audit services and evaluate in advance each request to refer to Independent Auditors for eligible non-audit services.
The outcome of the supervisory activity carried out is reported in the Report of the Board of Statutory Auditors to the Shareholders’ Meeting, which also contains information on the activity carried out about the compliance of the procedures adopted by Iren with the principles indicated by Consob concerning related parties, as well as on their observance.