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.
The Board of Directors on 16 May 2022 granted the Chairman powers related to 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
The role of manager responsible for preparing financial reports (the “Officer in Charge”) was assigned to Felice Bonavolontà, Head of the Group Accounting and Administration Function, by the Board of Directors meeting held on 1 June 2022, following consultation with the Board of Statutory Auditors, until the expiry of the term of office of the Board of Directors currently in office.
In compliance with the provisions of Article 26 of the By-laws, the above-mentioned Officer in charge is an expert in the areas of administration, finance and control, and satisfies the integrity requirements imposed on Directors by applicable regulatory provisions.
The Officer in Charge prepares adequate administrative and accounting procedures for the preparation of the annual financial statements and consolidated financial statements, as well as any other financial communication.
The acts and communications of the Company disclosed to the market and relating to accounting information, also during the year, must be accompanied by a written declaration of the Officer in Charge, in which he/she certifies that they correspond to the documentary results, books and accounting records.
In particular, the Officer in Charge, together with the Chief Executive Officer, certifies in a special report on the annual financial statements, the consolidated financial statements and the condensed 6-monthly financial statements that:
- the administrative and accounting procedures applied during the period to which the documents refer, are adequate and have been effectively applied;
- the documents are drafted in compliance with applicable international accounting standards recognized in the EU pursuant to EC Regulation No. 1606/2002 of 19 July 2002 of the European Parliament and Council;
- the documents reflect the data contained in the accounting books and records;
- the documents truthfully and accurately represent the capital, profit and loss and financial position of the Company and of all of the companies included in the consolidation;
- for the annual financial statements and the consolidated financial statements, the management report includes a reliable analysis of the business performance and operating result, and of the situation of the Company and all of the companies included in the consolidation, as well as a description of the main risks and uncertainties facing same;
- for the abbreviated 6-monthly financial statements, the interim management report contains a reliable analysis of the information specified in Article 154-ter (4) of the Italian Consolidated Law on Finance (TUF).
To facilitate information flows, the Officer in Charge may attend meetings of the Board of Directors where issues arise pertaining to accounting matters.
The Officer in Charge prepares periodic reports on the planning of activities required, and on the outcomes of controls carried out, which are made available to the Board of Directors.
In accordance with Article 154-bis of the Italian Consolidated Law on Finance (TUF), the Board of Directors verifies that the Officer in Charge of Financial Reporting has adequate powers and means to perform the assigned tasks.
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.