Board of Directors
Based on the information received from the bodies responsible for ensuring that the organizational, administrative and accounting structure is appropriate for the size and nature of the business, the Board of Directors establishes guidelines for the internal control system and appoints the Head of Internal Audit.
Control and Risk Committee
The Control and Risk Committee has the task of assisting the Board of Directors in its evaluations and decisions regarding the Internal Control and Risk Management System of the Company (‘‘ICRMS’’). Specifically, the Control Committee assists and supports the Board of Directors, ensuring it is fully briefed when it assesses and decides upon matters related to the ICRMS of the Company, and those related to the approval of periodic financial reports.
The Control and Risk Committee reports regularly to the Board the results of its activities and the assessments of the adequacy of the internal control system, formulating proposals.
Director in charge of of the internal control and risk management system
On 8 June 2016 the Board of Directors appointed Mr. Giampiero Massolo as Director in charge of establishing and maintaining the Internal Control and Risk Management System.
Head of Internal Audit and Internal Control
In Fincantieri S.p.A. the Head of Internal Audit is also Head of Internal Control (as defined by Italian Law 69 dated 18 June 2009).The mission of the Internal Audit function is to monitor the internal control system of the Parent Company and its subsidiaries, ensuring that the system’s effectiveness and efficiency is continuously improved by conducting independent, autonomous and objective auditing, validation and advisory activities.
Board of Statutory Auditors
The Board of Statutory Auditors oversees the law and the Company’s Bylaws compliance, the application of sound management principles and the adequacy of the organizational, administrative and accounting structure adopted by the Company and its correct operation.
With reference to Fincantieri’s organizational structure and in compliance with art. 6-b) of Italian Legislative Decree 231/2001, Fincantieri’s Oversight Board has been set up as a collegial body that is able to ensure a suitable level of independence, professional experience and continuity of action.
Manager Responsible for Preparing Financial Reports
Under art. 26 of the Bylaws, and after obtaining the compulsory opinion of the Board of Statutory Auditors, the Board of Directors appoints the Manager responsible for preparing financial reports for a period of not less than the term of office of the Board itself and of no more than six years, determining the term of the appointment, the duties, powers and remuneration. If necessary, the Board of Directors can also revoke this appointment. The Manager responsible for preparing financial reports will be experienced in the field of accounting, finance and control and satisfy the integrity requirements established by the Directors.
By law, the statutory audit of the financial statements must be performed by a firm of Independent Auditors listed in the register of approved statutory auditors and audit firms established by art. 6 of Italian Legislative Decree 39 dated 27 January 2010; these auditors must be appointed by the shareholders in Shareholders' Meeting, at the justified proposal of the Board of Statutory Auditors.