The Control, Risks and Sustainability Committee appointed by the Board of Directors on 24 April 2024 consists of three non-executive directors of which two independent, including the Chairman:

Members of the committee hold office until the expiry of their mandate as directors and, therefore, until approval of the financial statements for the year ending 31 December 2026.

The Control, Risks & Sustainability Committee performs advisory and recommendatory functions for the Board of Directors and, through appropriate preparatory work, supports the assessments and decisions of the Board of Directors with regard to the fitness for purpose of the internal control and risk management system, and the definition of the system guidelines as well as guidelines for the approval of the financial reports.

The Committee monitors the efficiency and effectiveness of corporate processes, the reliability of financial information, compliance with laws and regulations and protection of corporate assets, sustainability issues connected with the company’s operations and relations with all stakeholders.

The Committee coordinates its activities, within its sphere of competence, with the activities of the Board of Statutory Auditors, the independent auditors, the Head of the Internal Audit Function and also with the Director in charge of the internal control and risk management system and the Manager in charge of preparation of the corporate accounting documents.

The Board of Directors has tasked the Control, Risks & Sustainability Committee with the following
functions and duties:

  • after consulting the Manager in charge of preparation of the corporate accounting documents, the independent auditors and the audit body, to assess that the accounting principles are used correctly and consistently in the preparation of the separate financial statements and the consolidated financial statements;
  • to assess that the periodic financial and non-financial information correctly represents the business model, the company’s strategies, the impact of its activities and its performance;
  • to examine the content of the periodic non-financial information of significance for the internal
    control and risk management system;
  • to express opinions on specific matters relating to identification of the main company risks and
    to support the assessments and decisions of the Board of Directors as regards management
    of risks arising from detrimental facts that have come to its knowledge;
  • to examine the periodic reports and those of particular significance drawn up by the Internal
    Audit function;
  • to monitor the independence, adequacy, effectiveness and efficiency of the Internal Audit
    function;
  • to report to the Board of Directors, at least at the time of approval of the annual report and the
    half-year financial report, on the activities performed and the adequacy of the internal control
    and risk management system.

In 2024 the Control, Risks & Sustainability Committee held 10 meetings coordinated by the Committee Chair and duly minuted, with an average duration of 1.5 hours, with the participation from time to time of the members of the Board of Statutory Auditors and the Head of the Internal Audit Function; it also met with the Deloitte Risk Advisory consultancy firm, the Ernst & Young auditing firm for the 2019-2027 nine-year engagement, and the heads of some Company functions.

During 2024, the Control, Risks & Sustainability Committee:

  • approved the 2024 annual Internal Audit activities program for the Company and its subsidiaries drawn up by the Head of the Internal Audit Function and verified its implementation. The 2024 audit plan for the parent company and its subsidiaries envisages action covering five audit areas:
    i) Operational: analysis of corporate processes and assessment of their effectiveness (degree of attainment of objectives) and efficiency (costs, timing, resources used);
    ii) Compliance: application of operational guidelines by the Parent Company and companies in the Group;
    iii) Compliance 231: Application of Legislative Decree No. 231/2001 in support of the supervisory bodies of the Parent Company and the subsidiaries;
    iv) Financial: application of Law 262/05 in support of the Executive in charge of preparation of the corporate accounts;
    v) IT;
  • analysed the work performed by Internal Audit in 2024, agreeing with the recommendations made and proposing recommendations of its own. It examined the structure and activities of Internal Audit, also to provide support for the supervisory bodies of the Parent Company and the subsidiaries, risk management activities and the compliance activity of the operating processes. It acknowledged the operational provisions implemented by the Company during the year;
  • examined the preliminary analysis illustrated by corporate management and approved the impairment testing procedure for the separate financial statements as at and for the year ended 31 December 2023 adopted by the Company, noting that the final measurements and valuations relating to the eventual impairment of tangible and intangible assets and equity investments would be the subject of specific examination and approval by the Board of Directors;
  • examined risk reporting at 31 December 2023 and the annual report of the Financial Risks Committee without finding irregularities;
  • examined the 2023 annual report and the 2024 first-semester report on the Committee’s activities during the above-mentioned periods and found no anomalies;
  • analysed the results of the Risk Assessment activity presented by the Head of Risk
    Management & Compliance and the Director in charge. The scope of activity included both
    the Parent Company and the Italian subsidiaries;
  • took note of the Annual Report on the activities of the Internal Audit Function prepared by the
    Head of Internal Audit;
  • analysed the findings of the independent auditors in the report on the key issues that emerged during the audit. No failings were observed in the internal control system in terms of financial disclosure, and there were no uncertainties worthy of note regarding business continuity;
  • reviewed the activities related to the Corporate Sustainability Reporting Directive (CSRD) and
    the organisation of the internal control system and related procedure;
  • took note of the information on the update of the Procedures Law 262;
  • held meetings with company managers to discuss matters relating to their specific areas of business;
  • analysed the Purchase Price Allocation process relating to the equity investment in A.L.I. Agenzia Libraria International, Webboh and Digital Advertising & Engagement;
  • reviewed the report of the Supervisory and Control Board of the Company for the year 2023;
  • took cognisance of the new organisational structure of the Internal Control System;
  • took cognisance of the update to 2024/2025 Risk Management activities;
  • analysed the updating work for the Quality Review of the Organisation, Management and Control Models under Legislative Decree No. 231/2001