Internal control and risk management system

Ansaldo STS’s internal control and risk management system provides for the involvement of the following officers:

  • Board of Directors and Risk and Control Committee
  • Director responsible for the internal control and risk management system
  • Internal Audit department and Manager
  • Executive responsible for preparing the Company's financial reports
  • Board of Statutory Auditors
  • Supervisory Body pursuant to Italian Legislative Decree no. 231/2001
  • Employees

With the assistance of the Risk and Control Committee and on the basis of the activities of the Director responsible for the internal control and risk management system, the Board of Directors defines guidelines for this system, in order that the main risks to which the Company and its subsidiaries are exposed are correctly identified, measured, managed and monitored, in line with the Company’s strategic objectives.

The methodological approach taken to evaluate and manage the internal control and risk management system refers to the internationally recognised Enterprise Risk Management framework of the Committee of Sponsoring Organisations of the Treadway Commission (COSO report).

The Internal Audit department prepares the audit programme which is then approved by the Board of Directors, while the department manager reports regularly to the Risk and Control Committee.

In order to ensure that the conduct of all those operating on the Company’s behalf or in its interests is always consistent with the principles of correctness and transparency in all business dealings and Company activities, Ansaldo STS has adopted an Organisational, Management and Control Model (the “Model”) in line with the requirements of Italian Legislative Decree no. 231/01 and the guidelines issued by Confindustria. The Code of Ethics is an integral part of this Model. Furthermore, the Company has set up a Supervisory Body to monitor application of the Model.

The Model was most recently updated with the Board of Directors’ resolution of 28 July 2017 and is available on the Company website.

All employees, to the extent of their role and within the limits of the duties entrusted to them and their respective skills and responsibilities, contribute to the effective operation of the Internal Control and Risk Management System, reporting to their manager any anomalies that may come to their attention.

Any conduct contrasting with the ethical principles provided by the Code of Ethics or the indications of the Model can be anonymously reported to the Supervisory Body, which evaluates the reports in accordance with the relevant company procedure currently in place.

No reports of non-compliance to the Code of Ethics and/or the Model adopted by the Company were received in 2017.

BOARD OF STATUTORY AUDITORS

The Board of Statutory Auditors carries out inspections and audits in order to oversee compliance with the law, the Articles of Association and the principles of correct management. It is also charged with supervising the statutory audit of the annual separate and consolidated accounts and certifying the independence of the Independent Auditors, including with regard to services not related to the Company audit.

The current Board of Statutory Auditors was appointed by the Ordinary Shareholder’ Meeting held on 11 May 2017. The Board is composed of three Standing Auditors and three Alternate Auditors. The Board met 18 times in 2017; the average duration of the meetings was around three hours.

The members of the Board, their characteristics and their participation at meetings are shown in the tables below.

 

BOARD OF STATUTORY AUDITORS IN OFFICE FROM 1 JANUARY TO 11 MAY 2017

OfficeMembersIn office sinceIn office untilList (M/m) *Independent (from the Code)No. other positionsParticipation at Board of statutory auditors meetings **Participation at Board of Directors’ Meetings **
Chairman Antonio Zecca 11 may 2017 Shareholders’ Meeting to approve the 2019 Financial Statements m x - 8/8 8/8
Standing auditor Giovanni Naccarato 11 may 2017 Shareholders’ Meeting to approve the 2019 Financial Statements M x 1 8/8 8/8
Standing auditor Alessandra Stablini 11 may 2017 Shareholders’ Meeting to approve the 2019 Financial Statements M x 5 8/8 6/8

BOARD OF STATUTORY AUDITORS IN OFFICE AS OF 11 MAY 2017

OfficeMembersIn office sinceIn office untilList (M/m) *Independent (from the Code)No. other positionsParticipation at Board of statutory auditors meetings **Participation at Board of Directors’ Meetings **
Chairman Giacinto Sarubbi 15 april 2014 Shareholders’ Meeting to approve the 2016 Financial Statements m x 9 10/10 5/5
Standing auditor Renato Rigetti 15 april 2014 Shareholders’ Meeting to approve the 2016 Financial Statements M x - 10/10 5/5
Standing auditor Maria Enrica Spianrdi 15 april 2014 Shareholders’ Meeting to approve the 2016 Financial Statements M x - 9/10 4/5

* List from which each auditor was appointed (majority [M] or minority [m])
** Participation at Board meetings (no. of meetings attended/no. of meetings held)