INTERNAL CONTROL COMMITTEE REGULATIONS

Transcription

1 INTERNAL CONTROL COMMITTEE REGULATIONS

2 Section 1 Establishment Presidency 1. The Internal Control Committee is established by resolution of the Board of Directors of Ansaldo STS S.p.A. (hereinafter the Company ). 2. It shall consist of no less than 3 directors, all of whom shall be non-executive and independent Directors, with appropriate professional experience and background for the Committee s tasks. At least one member of the committee must have adequate accounting and financial experience, to be evaluated by the Board of Directors at the time of appointment. 3. If the Board fails to appoint a Chairman, the Committee shall elect one during its first meeting. 4. Committee sessions shall be attended by the Chairman of the Board of Auditors or another Auditor appointed by the Chairman of the Board of Auditors; they may also be attended by Managing Directors and by the other members of the Board of Auditors. The Committee shall have the option of inviting the Company s Person in charge of internal control to its meetings. 5. If a member of the Committee should leave office for any reason, the Board of Directors shall appoint a new Member in compliance with the indications given above. 6. The term of the Committee s mandate shall coincide with that of the Board of Directors, and if the Board s term should end in advance for any reason, the Committee s will also. Section 2 Meetings and Resolutions 1. The Internal Control Committee shall meet periodically to perform the functions and tasks listed in Section 3 below and at least once every six months to coincide with the Board of Directors approval of the year financial statements and of the half-year report. 2. The Internal Control Committee may meet anywhere, even outside Italy. 3. Committee meetings shall be summoned by the Chairman, or by another member of the Committee if the Chairman is absent or unable to perform his functions, at least

3 three clear working days in advance by telegram, fax or . Urgent meetings may be summoned with 24 hours advance notice. 4. A secretary shall assist the Internal Control Committee in their meetings and related activities. This person shall be the Secretary of the Board of Directors, if appointed, or if there is no such Secretary, the Committee shall appoint a Company employee to act as Secretary at its first meeting. 5. The Committee may meet via tele-conferencing or video-conferencing on the condition that all participants may be identified and may simultaneously follow and participate in discussion of the topics on the agenda and view documents in real time. In the presence of these requirements, the Committee shall be considered to have met in the place where the meeting s Chairman is located, where the Secretary must also be located in order to permit writing and signature of the minutes of the meeting. 6. Committee meetings shall be chaired by the Committee Chairman or, in his absence, by the member most senior in age. 7. The majority of Committee members must be present for meetings to be duly convened. 8. Resolutions shall be passed by majority vote among those attending the meeting; if the vote is split, the Chairman shall cast the deciding vote. 9. Committee resolutions shall be recorded in the minutes of the meeting, which shall be signed by the meeting Chairman and the Secretary. Copies of minutes shall be considered authoritative if signed by the Chairman or a representative thereof and countersigned by the Secretary. Section 3 Functions, Goals and Tasks 1. The Internal Control Committee shall provide the Board of Directors with consulting services and proposals in the pursuit of its surveillance responsibilities. The Internal Control Committee shall work with the Board of Directors in a consulting and proposing role in its tasks of periodic auditing of the adequacy and effective functioning of the company's internal control system. The organisational set-up of the Company s internal control system includes all processes aimed at monitoring the efficiency of company operations, the dependability of financial information, compliance with laws and regulations, and safeguarding of company property.

4 The Internal Control Committee s tasks shall therefore include, purely by way of example: a) examination of issues and procedures of significance for auditing of company activities; b) assessing the work plan prepared by the Person in charge of internal control and receiving periodic reports on it; c) with Company management and external auditors, assessing the adequacy and homogeneity of the accounting standards principles applied for the purposes of preparation of the consolidated financial statements; d) assessing proposals made by the external auditor for assignment of the task, the work plan prepared for auditing and the results appearing in the report and letter of suggestions; e) ensure the effectiveness of auditing of the accounts; f) report on work performed and on the adequacy of internal control systems to the Board of Directors at least once every six months during meetings for approval of the draft financial statements and half-year report; g) perform any additional tasks assigned by the Board of Directors, specifically in the area of relations with the external auditors. 2. In performing the tasks listed above, the Internal Control Committee may: examine and discuss significant findings, motivations and any difficulties encountered in its work with management and with the person in charge of internal control; meet with management to discuss significant risks to the company identified by Managing Directors and measures adopted by management to prevent, monitor and control these risks. Section 4 Powers 1. In performing its assigned tasks, the Internal Control Committee may avail itself of the assistance of the company s own employees and of professionals from outside the Company, at the Company s expense, provided they have been required to sign a confidentiality agreement.

5 Section 5 Commitment to Ethical Conduct 1. Internal Control Committee members shall be required to carry out their mandate with professionalism, transparency and independent judgement. In order to ensure that this is the case, consistently with their positions, they must abstain from any acts, behaviours or statements which could even cause any doubt as to the existence of these requirements in their work. 2. The Internal Control Committee shall constantly monitor the Company s compliance with the regulatory provisions adopted by ANSALDO STS, making proposals and suggestions to the Board of Directors. The Committee shall report on activities performed and on the adequacy of the Company s internal control systems, stating its opinion on these matters to the Board of Directors at least once every six months at the meetings held to approve the draft financial statements and the half-year report.