Governance SEAT PG Share Capital Increase

Internal committees of the Board of Directors

In accordance with the principle 5P1 and the criterion 5C1 of the Code of Conduct, the Board of Directors has established the following internal committees:
  • the Compensation Committee and
  • the Internal Audit Committee,
with propositive and consultive functions.
 
Both the Committees are composed of three members; duties are defined by resolution of the Board of Directors may be supplemented or changed by a subsequent resolution of the Board.
Committees are entitled to access corporate information and departments as necessary for the performance of their functions.
 

Internal audit commitee

The Board of Directors appointed the Directors Alberto Giussani (Chairman), Maurizio Dallocchio and Marco Tugnolo as members of the Internal Audit Committee.
The Internal Audit Committee is composed exclusively of non-executive directors, at least two of which must be adequately experienced in accounting and financial issues (in accordance with Article 8.P.4 of the Code of Conduct).
Meetings may be attended by the Chairman of the Board of Statutory Auditors or by another Auditor charged by the latter, and the responsible of the Internal Auditing Department, in addition to the members of the Internal Audit Committee. Furthermore, depending on the items on the agenda, meetings may also be attended by the Managing Director, as well as by the representative of the Independent Auditors and the Company's management.
The Board of Directors resolved to charge the Internal Audit Committee with the performance of the duties laid down by Article 8.C.3 of the Code of Conduct. Specifically, the Committee:
  1. assists the Board of Directors in defining the guidelines and periodically verifying the appropriate and effective functioning of the Internal Audit System, in order to guarantee identification, adequate measurement, management and monitoring of the main corporate risks;
  2. considers the work plan prepared by the Official Internal Auditor and periodical reports received from the same;
  3. assesses the remarks appearing in the reports by the Official Internal Auditor and in the notices made by the Board of Statutory Auditors, by the Supervisory Board’s reports and by the examinations carried out by third parties;
  4. expresses its opinion on the proposed appointments and revocations of the Official Internal Auditor, evaluates its organisational set-up and guarantees its actual independence, also in the light of Legislative Decree No. 231/2001 on corporate administrative liability;
  5. evaluates, together with the executive responsible for the drafting of the accounting documents and the auditors, the correct use of the accounting standards applied and their consistency for the purposes of the preparation of consolidated financial statements;
  6. supervises the effectiveness of the auditing process and, in particular, examines, after consulting the Board of Statutory Auditors: (i) the accounting criteria key to giving a correct representation of the Group's financial, economic and property position; (ii) alternative accounting treatments provided for by the GAAPs regarding material elements discussed with management, highlighting the impact of the adoption of such alternative treatments and relevant information, as well as the treatments deemed advisable by the auditor; (iii) the content of any other written communication between the independent auditors and the Seat S.p.A. management and the Board of Statutory Auditors; and (iv) issues related to the annual accounts and the consolidated financial statements of the main companies in the Group. For this purpose, the Committee may meet the person responsible for auditing the financial statements of Seat S.p.A., the management of Seat S.p.A., as well as the highest administrative ranks of the main companies in the Group, together with the chairmen or other member of the respective board of statutory auditors or other supervisory bodies (if any), as well as the persons responsible for auditing the financial statements of such companies;
  7. assess the proposals made by the Independent Auditors for award of the independent auditing assignment, together with the audit work plan and the results shown in the report and in the advice letter, if any;
  8. performs any further tasks assigned by the Board of Directors, and, in particular:
     
    i.
    in its dealings with the independent auditors, assesses the admissible extra-audit tasks assigned to the Company auditing the financial statements, in accordance with the corporate provisions established for such purpose;
     
    ii.
    in its dealings with the related parties, expresses its opinion on the rules governing transparency and substantial and procedural fairness of the transactions with the abovementioned parties and those in which a director has an interest, whether on his/her own account or on behalf of third parties;
  9. assists the Board of Directors in the description of the essential features of the internal audit system that is included in the corporate governance annual report, also in order to assess its overall adequacy;
  10. reports to the Board of Directors, at least on a half-year basis, on the activity and adequacy of the internal audit system.
 
 
Internal Audit Committee
 
Chairman
Alberto Giussani
 
Maurizio Dallocchio
 
Marco Tugnolo
 
For the description of the Compensation Committee, please see the specific section.

Last Update: Wed 22 Apr 2009 | 01:00 PM