WORLD DUTY FREE S.p.A. REGULATION AND PROCEDURE OF THE INTERNAL CONTROL COMMITTEE AND CORPORATE GOVERNANCE

Transcription

1 WORLD DUTY FREE S.p.A. REGULATION AND PROCEDURE OF THE INTERNAL CONTROL COMMITTEE AND CORPORATE GOVERNANCE 1

2 REGULATION AND PROCEDURE OF THE INTERNAL CONTROL COMMITTEE AND CORPORATE GOVERNANCE World Duty Free S.p.A. ( WDF ) has established an Internal Control Committee for Risk Management and Corporate Governance (the Internal Control Committee and Corporate Governance or the Committee ) with consulting and advisory functions to assist the Board of Directors in the assessment and decision-making concerning the Company and Group system of risk management, internal control, and corporate governance in accordance with the Code of Conduct of Borsa Italiana S.p.A. and international best practices of Corporate Governance. The regulation (the Regulation ) is set out by WDF in order to discipline the Committee s operations and, in particular, to identify the powers, tasks, and responsibilities given. TASKS AND FUNCTIONS The Committee is entrusted with the responsibility to consult and advise the Board of Directors in the assessment and decision-making concerning the Company and Group system of risk management, internal control, and corporate governance, as well as the periodic approval of financial statements. In particular, the Committee: 1. Assists the WDF Board of Directors: a. in carrying out the tasks relating to: (i) the definition of general policies for the system of internal control and risk management, to allow for the correct identification, measurement, monitoring, and management of the latter and the degree of compatibility with a business management consistent with individual strategic objectives; (ii) the periodic review, at least once a year, of the efficacy and adequacy of the system of internal control and risk management in respect of the key features of the company and the level of risk taken; (iii) the approval, at least once a year, of the working plan set up by the person in charge of internal auditing, in consultation with the Board of Statutory Auditors and the Officer responsible for the system of risk management and internal control; (iv) the assessment of the 2

3 outcome of the Auditor s report and letter of recommendation (if any), in consultation with the Board of Statutory Auditors; b. in describing the key features of the system of risk management and internal control, and evaluating its adequacy within the annual report on ownership and corporate governance; c. in defining the general policies of the Group s corporate governance system and describing the corporate governance practises effectively adopted by the Company and Group in the annual report on ownership and corporate governance; 2. Evaluates: a. In conjunction with the Manager responsible for producing the Company s accounts, and in consultation with the External Auditor and Board of Statutory Auditors, the adequacy of the accounting principles used, their correct use and consistency with the report on the Company s financial statements, as well as any relevant issues affecting the main Companies of the Group; b. The comments emerging from internal audit reporting, communications by the Board of Statutory Auditors, periodic reviews by the Monitoring Board, External Auditor s reports and any recommendations by other departments; 3. Expresses his view to the Board of Directors: a. on the appointment, suspension, definition of remuneration (consistent with company policies) and identification of the targets of the person in charge of internal auditing, ensuring that the latter has adequate resources to perform these duties; b. on specific aspects concerning the identification of company s main risks; examines the periodic reports on the assessment of the system of risk management and internal control, and those with specific relevance to internal auditing; monitors the autonomy, adequacy, efficiency and effectiveness of the Internal Audit department; 3

4 can request the Internal Audit department to monitor specific operating areas, providing contextual communication to the Chairman of the Board of Statutory Auditors; proposes to the Board of Directors initiatives concerning any issues and critical situations highlighted by the Officer responsible for the system of risk management and internal control; receives information about non-audit services provided by the Company s Auditors and by the WDF and subsidiaries network in compliance with the relevant company procedure; carries out any other tasks relating to the system of risk management and internal control that may be given by the Board of Directors; reports to the Board of Directors, at least on a monthly basis, upon approval of the quarterly and annual statements on financial activities and the adequacy of the system of risk management and internal control; liaises, within their specific competences: a) With the Chairman and Officer responsible for the system of risk management and internal control, the person in charge of internal auditing, the Board of Statutory Auditors, the Monitoring Board, the other Committees, and any other department with specific functions relating to the system of risk management and internal control; b) with internal control committees (if any), or members of any other companies of the Group responsible for such functions, exchanging valuable information for the purposes of their respective objectives. For the purposes of performing its tasks, the Committee can avail itself of the service of WDF and the Group s employees and collaborators, meeting with the External Auditor of WDF s balance sheet, and any higher administration departments of the Group s main companies including members of their respective control bodies (if any), the persons responsible for auditing the companies balance sheets. For the purposes of performing its tasks, the Committee can rely on adequate financial resources within a budget approved annually by the Board of Directors. 4

5 MEETINGS To perform its functions the Committee meets on a regular basis and at the request of one of its members or by the Chairman of the Board of Statutory Auditors. The meeting is convened by the Committee Chairman, and also via the Committee Secretary, normally at least three days before the date of the meeting. Meetings can be convened as a matter of urgency by the Committee Chairman by giving one day notice. The notice indicates the date, time, and venue of the meeting together with an agenda of items for discussion. A meeting of the committee may be held by video or audio conference, on condition that all the participants can be identified and can discuss and intervene on the items of the agenda. The meeting is deemed to be held where the Chair and Secretary to the Committee hold office. The Committee is validly established if the majority of members are in attendance and deliberates on a majority decision. The Manager responsible for producing the Company s accounts and the person in charge of internal auditing are invited to attend the Committee meetings; members of the Board of Statutory Auditors can also participate. Managers and Directors of the Company may be invited to participate for specific items. The Chairman of the Board of Directors and the Company s Chief Executive Officer (CEO) has the right to participate in the meetings. The Committee Secretary writes the minutes, which will be approved at the following meeting. 5