Statutory Audit Committee
The Statutory Audit Committee is responsible for monitoring:
- compliance with legal, regulatory and statutory requirements, and observance of the principles of correct management;
- the adequacy of the organizational and administrative/accounting structure of the company and its financial reporting process;
- the effectiveness and adequacy of the risk control and management system, the internal audit process and the functioning of the internal control system as a whole;
- the legal auditing process for the annual and consolidated accounts;
- the independence of the legal external auditors, in particular insofar as regards the provision of non-audit services.
Composition and requisites
The Statutory Audit Committee consists of three standing auditors and two alternate auditors.
| Member | Position |
| Natale Freddi* | Chairman |
| Maurizia Angelo Comneno♦ | Standing Auditor |
| Gabriele Villa♦ | Standing Auditor |
| Guido Croci♦ | Alternate Auditor |
| Mario Busso* | Alternate Auditor |
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♦ Taken from the majority list submitted by UniCredit S.p.A. representing the parties to the Mediobanca Shareholders' Agreement. * Taken from the minority list submitted by a group of investors. |
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Appointment to the Statutory Audit Committee is made on the basis of lists deposited at least twenty-five calendar days prior to the date scheduled for the general meeting to be held in the first instance along with professional CVs for the individual candidates and statements by them agreeing to stand as candidates and confirming that they are in possession of the qualifications required under law and the Articles of Association. The Articles of Association provide that lists may only be submitted by shareholders representing in the aggregate at least the percentage of the company’s share capital established under regulations in force and stated in the notice of meeting.
The mechanism for appointments provides that the Chairman of the Statutory Audit Committee shall be chosen from the minority list.
Meetings and attendance financial year 2010/2011
A total of thirty-one meetings of the Statutory Audit Committee were held in the 2010-2011 financial year, nine of which jointly with the Internal Control Committee, and met on several occasions with representatives of the external auditors engaged for the legal audit of the company’s financial statements pursuant to Italian Legislative Decree 39/10.
| Position held | Member |
Percentage attendance record at Statutory Audit Committee meetings |
Number of other posts held* |
| Chairman | Marco REBOA | 97% | 4 |
| Standing Auditor | Maurizia ANGELO COMNENO | 97% | |
| Standing Auditor | Gabriele VILLA | 97% | 4 |
| Alternate Auditor | Guido CROCI | ||
| Alternate Auditor | Umberto RANGONI | ||
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Quorum for submission of lists by minority shareholders to appoint one or more standing auditors: |
at least 1% of the share capital | ||
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* Indicates number of positions as director or statutory auditor held by the person concerned in companies listed on regulated markets in Italy and elsewhere. |
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