The Audit Committee is currently composed of three non-executive directors, all of them independent.
Benedetta Navarra | Chairwoman of the Committee - Non Executive Director - Independent
She graduated cum laude in Economics and Commerce from the LUISS – Guido Carli University in Rome and in Law from the “La Sapienza” University in Rome. She then attained the titles of Lawyer, Chartered Accountant and Auditor.
She has acquired considerable experience in the corporate law, banking and financial market sectors.
She has accrued significant experience in managing, also out-of-court, company crises, in project financing, securitisation of bank credits and the responsibility of intermediaries when providing investment services, also during penalty procedures adopted by the Supervisory Authority.
She has a specific knowledge and experience: in the preparation and auditing of annual accounts - gained through the appointment, in the last decade, to several management and control bodies of industrial companies, banks and financial legal industries, also listed; in ESG topics – gained through the appointment to several management and control bodies of industrial companies, banks and financial legal industries, also listed and – moreover – the constant participation to ESG Committees of the same companies. ESG topics have also been deepened within the universitary activity.
She assisted the Ministry of Economy and Finance with the privatisation of Banca Nazionale del Lavoro, Mediocredito Centrale – Banco di Sicilia, Credito Industriale Sardo, Cassa Depositi e Prestiti.
She has held important national and international positions as a member of the Board of Directors, even in listed companies (Yapi Kredi Bankasi; Koc Financial Service; Yapi Kredi Sigorta), member of Supervisory Board (UniCredit Bank Czech Republic and Slovakia, a.s., Ukrsotsbank PJSC), of Chairperson or member of the Board of Statutory Auditors (Poste Italiane S.p.A., Equitalia S.p.A., CDP Reti S.p.A., Buddy Bank S.p.A., Guala Closures S.p.A., Italo S.p.A., Isola dei Tesori S.r.l., DMO Pet Care S.r.l.; LVenture Group S.p.A., Sviluppo HQ Tiburtina S.r.l.) and as a member of the Supervisory Body (CDP Reti S.p.A., LVenture Group S.p.A., Promo.ter Roma).
She currently chairs the Board of Directors of Italgas S.p.A., standing member of the Board of Statutory Auditors of Unicredit S.p.A., standing member of the Board of Statutory Auditors of Mundys S.p.A. (formerly Atlantia S.p.A.), member of the Board of Directors of Aeroporti di Roma S.p.A., member of the Board of Auditors of Fondazione Telethon, and is Chair of the Supervisory Body of Equitalia Giustizia S.p.A. and member of the Supervisory Body of ConfCommercio enterprises for Italy province of Roma Capitale.
Annalisa Pescatori | Non Executive Director - Independent
Born in Rome on 20 July 1964, she graduated with honors in law from the University of Rome La Sapienza and in 1991 she passed the bar exams at the Court of Appeal of Rome. She is currently Equity Partner of Grimaldi Alliance. Over the years of professional activity, she gained consolidated experience in particular in the field of corporate, financial, regulatory and corporate governance issues. She started her career in I.M.I. – Istituto Mobiliare Italiano S.p.A., Rome where she followed, since the beginning, the privatization process and she dealt also with Japanese markets.
From 2015 until 2022 she held the position of independent director of Banca Generali S.p.A, as well as Chairman of the Credit Committee and member of the Control and Risks and Appointment Governance and Sustainability Committee.
- Independent Director and Chairman of the Remuneration Committee of Ream SGR p.a..
- Non-Executive Director of innovative-RFK S.p.A.
- Non-Executive Independent Director of Newton S.p.A.
- Non-Executive Independent Director of Optimares S.p.A.
Adriana Lamberto Floristan | Non Executive Director - Independent
Born in Pamplona (Spain) on 11 September 1973, in 1996 she graduated in law at the Universidad de Navarra in Spain. In 1998 she obtained an LL.M. in International and European Trade Law at the University of Leicester in England. In 1999 she became a lawyer in Spain and after, in 2001, in Italy where she later attended the Master in Capital Markets and Financial Institutions Laws and Regulation at the University of Milan. She worked as a lawyer in the Corporate and M&A sectors of prestigious international law firms and she is holding important positions in Italian and European networks of institutional investors involved in active engagement with corporations to enhance a sustainable development. In 2023 she obtained the certification from the Polytechnic of Milan in ESG Analysis and Investing, a relevant certification on ESG matters for professionals in the sector and followed the training course "The Effective Board" organized by Nedcommunityg.
- Non Executive Director and Member of the Sustainability Committee, Audit Committee and Remuneration and Nomination Committee of Cementir Holding N.V.
- Vice Chairwoman of Etica Sgr S.p.A.
Responsibilities of the Audit Committee
The Audit Committee prepares the decision-making process of the Board of Directors regarding the supervision of the integrity and quality of the Company’s financial reporting and the effectiveness of the Company’s internal risk management and control systems. In particular:
- It monitors the Board in matters including:
- relations with the internal and external auditors and compliance with and follow-up on their recommendations and comments
- the Company's funding;
- the application of information and communication technology by the Company, including risks relating to cybersecurity;
- or the Company's tax policy
- it recommends persons for appointment as senior internal auditor
- it annually forms a position on how the internal audit function the fulfils its responsibility
- it reports annually to the Board on the functioning of, and the developments in, the relationship with the external auditor
- it submits a proposal to the Board for the external auditor’s engagement to audit the financial statements
- it annually discusses the draft audit plan with the external auditor
- it determines whether and, if so, how the external auditor is involved in the content and publication of financial reports other than financial statements
- it meets with the external auditor at least once a year, without Executive Directors being present
- it monitors (1) the financial reporting process and draws up proposals to safeguard the integrity of this process; (2) the effectiveness of the internal control systems, the internal audit function and the risk management systems with regard to the Company’s financial reporting; (3) the statutory audit of annual accounts and the consolidated annual accounts; and (4) the independence of external auditors
- it determines the selection process for the external auditor.