The Board of Directors held on 27 April 2016 has appointed for the three-year period 2016/2018, namely up to approval of the company financial statement at 31 December 2018, the Control and Risk Committee.
The Board of Directors on 25 January 2018 resolved to extend the functions of the Control and Risk Committee of the Company in the field of sustainability, renaming the same "Control, Risk and Sustainability Committee".
The Control, Risk and Sustainability Committee is composed of the following members:
Gabriella Chersicla (Chairman)
Stefano Fiorini (Member)
Andrea Pellegrini (Member)
Based on the recommendations in the Corporate Governance Code, the Control, Risk and Sustainability Committee:
a) assists the Board of Directors in carrying out the tasks entrusted to the same by the Corporate Governance Code and the law relating to internal control and risk management, namely:
(i) definition of guidelines to be used for the internal control and risk management system, so that the main risks concerning the Company and its subsidiaries, including all risks that can be relevant with a view to sustainability in the medium to long term of the activity of the Company and the Group, are properly identified and also adequately measured, managed and monitored, determining the level of compatibility of said risks with a business management consistent with the strategic objectives identified;
(ii) periodic assessment, at least once a year, of the adequacy of the internal control and risk management system with respect to the company's characteristics and risk profile as well as of its efficacy;
(iii) approval, at least once a year, of the work plan prepared by the Head of the Internal Audit function, after consulting with the Board of Statutory Auditors and the Director in charge of the internal control and risk management system;
(iv) description, in the annual report on corporate governance, of the main characteristics of the internal control and risk management system and the methods of coordination between the entities involved, and for the assessment of adequacy of the same;
(v) preliminary assessment of the additional Report, pursuant to article 11 of EU Regulation no. 537/2014, on the results of the auditing activity that the Board of Statutory Auditors is required to send, together with any observations, to the Board of Directors.
b) expresses to the Board of Directors its opinion on the appointment, revocation and remuneration of the Head of the Internal Audit function and on the adequacy of the resources guaranteed to the same for the performance of the relevant tasks;
c) in collaboration with the Executive responsible for the drafting of the corporate accounting documents, and having consulted with the Independent Auditor and the Board of Statutory Auditors, assesses the proper application of accounting principles and their uniformity for the purposes of preparing the consolidated financial statements;
d) expresses opinions on specific aspects relating to the identification of the Company's main risks;
e) receives, at least every six months, evaluations and reports from the Supervisory Body on the functioning and compliance of the organization, management and control model adopted by the Company pursuant to Legislative Decree 231/2001;
f) examines the periodic reports drafted by the Internal Audit function concerning the evaluation of the internal control and risk management system as well as those having particular relevance;
g) monitors the autonomy, adequacy, efficacy and efficiency of the Internal Audit function;
h) may ask the Internal Audit function to perform audits on specific operating areas, giving concurrent communication to the Chairman of the Board of Statutory Auditors;
i) supports, with adequate investigations, evaluations and decisions of the Board of Directors relating to the management of risks arising out of prejudicial acts, which the Board of Directors has become aware of;
l) carries out advisory and consultative functions with respect to the Board of Directors regarding sustainability, namely:
(i) examines and assesses sustainability issues related to the exercise of business activity and the dynamics of interaction with stakeholders;
(ii) examines and evaluates the system for collecting and consolidating data for the preparation of the Group's "Sustainability Report", containing the "Non-Financial Statement" pursuant to Legislative Decree 254/2016;
(iii) examines in advance the "Sustainability Report" of the Maire Tecnimont Group, containing the "Non-Financial Statement" pursuant to Legislative Decree 254/2016, formulating an opinion for approval by the Board of Directors;
(iv) monitors the Company's positioning on sustainability issues, with particular reference to the Company's positioning in ethical sustainability indices;
(v) expresses, at the request of the Board of Directors, opinions on any further sustainability issues;
m) reports to the Board at least twice a year, on the occasion of the approval of annual and interim financial reports, on the activities carried out and on the adequacy of the internal control and risk management system.