During the Year, 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, Alessandro Edoardo Franzosi, 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

Operational framework of the Manager in charge of financial reporting

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.

Role of the Board of Directors

The Board of Directors supervises the adequacy of the powers and resources assigned to the Financial Reporting Officer and ensures effective compliance with administrative and accounting procedures.

  • 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, of Legislative Decree 58/1998. 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 Mr Franzosi to hold the position of executive in charge can also be identified as functional for the certification of sustainability;
  • 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, paragraph 5-ter, of Legislative Decree 58/1998;
  • 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.