During the 2024 FY, with the favourable opinion of the Board of Statutory Auditors and given the existence of the
professionalism requirements envisaged by the Articles of Association, the Board of Directors confirmed the
Executive Director and Group Chief Financial Officer as “Executive in charge of preparing the
corporate accounts” pursuant to art. 24 of the Articles of Association and art. 154-bis of the TUF, until the expiry of
the term of office of the Board unless otherwise deliberated.

The Board of Directors also invested the Executive in charge of preparing the corporate accounts with all necessary
powers, including powers of an organisational nature, for the exercise of the tasks and functions assigned, including
the power to have recourse to the competent corporate functions and, if necessary, Internal Audit for the necessary
support in verifying application of the administrative and accounting procedures pursuant to art. 154-bis.3 of the TUF.

The Board provided the Manager in charge of preparing the corporate accounts with appropriate spending power, to
be included in the budget annually approved by the Board of Directors or in extra budgets for specific requirements
to be approved by the Board of Directors, connected with the functions assigned.

In the performance of their duties, the Manager in charge of preparing the corporate accounts implemented and
coordinated a series of organisational and operational measures aimed at meeting legal requirements.
Specifically, the Executive identified a reference operating model based on the 2013 “Internal Control – Integrated
Framework” drawn up by the Committee of Sponsoring Organisations of the Treadway Commission, which is the
most widely used international standard for internal control systems.

The model’s objective is to ensure reliability in financial reporting, by identifying a series of controls to be implemented
during accounting and administrative procedures for the preparation of the separate financial statements, the
consolidated financial statements, the half-year financial report and in general any financial disclosure.
The model also regulates the methods used to monitor the fitness for purpose of accounting and administrative
procedures, as well as the checks in place to verify that these procedures are actually being implemented.

During the financial year, the Board of Directors, with the support of the Control, Risk and Sustainability Committee,
has:

  • resolved to extend to the Executive in charge of preparing accounting and corporate documents the functions relating to the certification of Sustainability Reporting in accordance with the provisions of Article 154-bis, paragraph 5-ter TUF. This extension of functions is motivated by considerations linked to the close connection identified by the legislation (in particular with regard to the financial materiality given by the impact of risks/opportunities in the field of sustainability on economic results and financial flows) between accounting data and sustainability data, and it follows that the professional requirements already identified in the Chief Financial Officer to hold the position of executive in charge can also be identified as functional for the certification of sustainability. Furthermore, coherence aspects were considered with respect to the organisational structure defined with regard to sustainability reporting, given that the corporate function in charge of sustainability reporting reports hierarchically and functionally to the executive in charge.
  • defined the “Regulation of the Executive in Charge”, which is an update to the previous text. The regulation governs the functions of the executive in charge with respect to a dual scope of activities, inherent to the processes functional to the issue of certifications on both the annual and half-year separate and consolidated financial statements and on sustainability reporting, activities governed respectively by Articles 154-bis, TUF.
    The document therefore regulates, in particular, the activities, responsibilities and powers – also with regard
    to information flows to corporate bodies and corporate functions, control methods and processes for issuing
    internal sub-certifications – of the executive in charge with respect to the two aforementioned areas, which
    result in the issuance of attestations to the market on the following:
    – with respect to the annual and half-yearly separate and consolidated financial statements, the
    adequacy and effective application of administrative accounting procedures, compliance with
    international accounting standards, and the suitability for the correct representation of economic,
    financial and balance sheet data;
    – compliance of sustainability reporting with the reporting standards set out by the CSRD directive