Internal Control Committee

The Internal Control Committee is entirely composed of non-executive independent directors and, in particular:

• Daniele Discepolo ( Chairman)
• Riccardo Varaldo
• Luca Paravicini Crespi

Functions given to the Internal Control Committee

The Internal Control Committee assists the Board in carrying out activities inherent in the internal control system, specifically in defining guidelines for the system and the activities involved in periodic inspections of the system’s suitability, efficacy and effective functioning; examines the work plan of the internal control supervisor and the periodic interim reports sent by the latter; together with the financial reporting manager and the auditors, assesses the suitability of the accounting principles used and their consistency in the drafting of the Consolidated Financial Statements; assesses the proposals made by the independent auditors for their appointment, assess the audit plan drawn up and the results shown in the report and in the Comments and Suggestions letter; refers to the Board at least half-yearly, on the approval of the interim financial statements and report, regarding the activities performed by and the suitability of the internal control system; performs additional tasks that the Board feels appropriate for the Committee, with special reference to relationships with the independent auditors and consultation functions regarding transactions with related parties.

During the year, seven meetings of the Internal Control Committee were held on 27 January 2009; 23 February 2009; 16 April 2009; 27 May 2009; 30 July 2009; 19 October 2009 and 27 November 2009. The meetings lasted on average three hours.

During the year, the Internal Control Committee constantly monitored the internal control system as well as the progress of the internal auditing plan, with a particular focus on:

(i) the adoption of measures following on from audit activities of previous years,

(ii) the progress of 2009 audit plan activities,

(iii) the trend of risk analysis activities,

(iv) compliance audits performed pursuant to Law 262/2005,

(v) monitoring of the guidelines, auditing approach and work plan of the independent auditors,

(vi) compliance audits pursuant to Legislative Decree 231/2001,

(vii) review of the organisation of responsibilities, duties and activities necessary to protect the health and safety of workers.

During its meetings, the Internal Control Committee also discussed the most appropriate initiatives relating to audits, with a view to gradually improving the internal control system in order to ensure maximum efficiency and safety.