The Control and Risks Committee appointed by the Board of Directors on 27 April 2021 consists of three non-executive directors of which two independent, including the Chairman:
- Angelo Renoldi – chairman, independent non-executive director;
- Alceo Rapagna – independent non-executive director;
- Cristina Rossello – non-executive director.
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 2023.
The Control and Risks Committee has consultative and advisory functions vis-à-vis the Board of Directors, with the task of supporting, through adequate preliminary analysis, the assessments and decisions of the Board of Directors with regard to adequacy of the internal control and risk management system and definition of its guidelines, as well as those regarding approval of the periodic financial reports.
Within the terms of its competence, the Committee coordinates its activity with that of the following persons and bodies: the Board of Statutory Auditors; the external audit firm; the Head of Internal Audit; the Director in charge of the system of internal control and risk management; and the Manager in charge of financial reporting.
The Committee has been tasked with the following 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;
- to support the Board of Directors when examining and approving industrial plans with regard to analysis of issues of significance for the generation of long-term sustainable value.
- approved the 2022 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 2022 audit plan for the parent company and its subsidiaries envisages action covering six audit areas:
- (i) Operational audit: analysis of corporate processes and assessment of their effectiveness (degree of attainment of objectives) and efficiency (costs, timing, resources used);
- (ii) Compliance audit: application of operational guidelines by the Parent Company and Group companies;
- (iii) 231 compliance audit: application of Lgs.Decree 231/2001 in support of the supervisory bodies of the Parent Company and the subsidiaries;
- (iv) Financial audit: application of Law 262/05 in support of the Manager in charge of preparation of the corporate accounts;
- (v) IT;
- (vi) Risk Assessment;
- analysed the work performed by Internal Audit in 2022, 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 2021 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 2021 and the annual report of the Financial Risks Committee without finding irregularities;
- reviewed the 2021 annual report and the report at July 2022 prepared by the Control, Risks & Sustainability Committee without finding irregularities;
- analysed the Risk Assessment results and report presented by the Head of the Internal Audit Function. The scope of activity included both the Parent Company and the Italian subsidiaries;
- took cognisance of the report prepared by the Head of the Internal Audit Function on the self-assessment of the Mondadori Group’s internal control and risk management system;
- 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;
- assessed the principles, methods and reporting procedures for the Non-Financial Disclosure Lgs.Decree 254/16;
- held meetings with company managers to discuss matters relating to their specific areas of business;
- performed preparatory activities to support the assessments and decisions of the Board of Directors relating to the corporate changes that took place in 2022;
- examined the main new features of the new Corporate Governance Code;
- analysed the general market and industry scenario and management of the Group risk management activity in the “post-emergency” situation;
- met the Group Chief Financial Officer and the Ernst & Young auditing firm with regard to Consob warning notice no. 3 of 19 May 2022: conflict in Ukraine. On this matter, the Commission, drew the attention of the governing and audit bodies, also in their capacity as audit committees, and of the auditing firms involved in the production of the financial disclosures published by listed issuers to the effects of the conflict in Ukraine and, more generally, of the instability of the world geopolitical and macroeconomic situation. The effects of the conflict in Ukraine may be:
- o “direct”, i.e., arising from the exposure of the markets affected by the conflict;
- o “indirect”, i.e., arising from the repercussions on the commodities and energy markets, and from trends in demand as a result of the gradual deterioration in the economic situation and national and international growth prospects. The analysis focused on the “indirect” effects of the conflict, since the Mondadori Group does not operate on the markets affected by the war and/or in the countries at war or subject to the economic sanctions introduced by the international community and or supranational organisations;
- took note of the document setting out the timing for the updating of the Organisation, Management and Control models of the Parent Company and the subsidiaries. The need for a review arose as a result of the extension of the predicate offences of Lgs.Decree 231/01 (Arts. 25-septiesdecies «Crimes against cultural heritage» and 25-duodevicies «Recycling of cultural assets and devastation and looting of cultural and landscape assets»);
- met the Head of Human Resources & Organisation and the Head of Legal & Corporate Affairs with regard to the proposal to assign responsibility for the coordination and development of sustainability activities to the Mondadori Group CEO.