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ITEN

Control, Risk and Related Parties Transactions Committee

Elisabetta Oliveri

Elisabetta Oliveri - Chairman

Independent director

She was born in Varazze (SV) in 1963.
She graduated with honors in Electronic Engineering at the University of Genua.
She has been in office at management level in international companies.
She has been first General Manager and then CEO of Sirti S.p.A.
From 2011 to 2014 she was a Director of ATM - Azienda Trasporti Milanesi S. p. A. and from 2012 to 2016 she was Director of Eutelsat S.A.
She is Chief Executive Officer of Fabbri Vignola S.p.A. Group.
She is Director of L'Espresso S.p.A. Group, Banca Farmafactoring S.p.A. and SAGAT S.p.A.
She is Chairman and founder of the "Fondazione Furio Solinas Onlus"
She is Cavaliere al Merito della Repubblica Italiana.
 

 

Related material:

> Shareholdings if held

> Internal dealing

Sabrina Bruno

Sabrina Bruno

Independent director

Born in Cosenza in 1965, Sabrina Bruno has been an Associate Professor of Commercial Law at the Faculty of Economics of the University of Calabria since 2002.
She obtained the national enabling as full Professor of Commercial Law in 2016 and Comparative Law in 2013.
She has been a contract lecturer in Business and Company Law at LUISS G. Carli in Rome since 2006.
She was a researcher in commercial law at the University of Calabria from 1993 to 2001.
She has been a lawyer registered in the special Register of the Rome Law Society since 1991.
She was a Fulbright Visiting Scholar at Harvard Law School in 2010.
She completed a research doctorate in comparative private law and European Community law at the University of Florence in 1995. Completed a three-year Master of Letters (M.Litt.) degree course at Oxford University in 1994.
Graduated with honours in Law at LUISS G. Carli in 1987.
She was Independent non-executive director and Chairman of the Appointment Committee of Veneto Banca from August 2016 to June 2017. Since October 2016 she is Independent non-executive director of Banca Apulia.
She was Independent non-executive director and Chairman of the Control and Risk Committee of Banca Profilo S.p.A. from 2012 to 2015. Standing auditor of Telecom Italia S.p.A. in 2012.
Academic Member of the European Corporate Governance Insitute since 2014.
Member of the Scientific Committee of the Bruno Visentini Foundation since 2010. Member of the Italian Linacre Society since 1995.
Author of two monographs and various articles and essays on corporate law and corporate governance. 

Related material:

> Shareholdings if held

> Internal dealing

Lucia Morselli

Lucia Morselli

Independent director

Born in Modena in 1956.
She holds a degree cum laude in Maths at the Pisa University.
In 1981 she obtained a PhD in Mathematical Physics at Rome University and in 1982 she obtained a Master in Business Administration at Turin University. In 1998 she also achieved a Master's Degree in European Public Administration at Milan University.
She holds and has held various positions in a number of companies. From 1982 to 1985 she joined Olivetti S.p.A. as assistant to the CFO; she was Senior manager, Strategic and Manufacturing Service at Accenture from 1985 to 1990; from 1990 to 1995 she joined Finmeccanica S.p.A. as CFO of the Aircraft Division.
Subsequently, she was CEO of Telepiù Group from 1995 to 1998; News Corporate Europe and Stream (Sky) S.p.A. from 1998 to 2003, Tecnosistemi S.p.A. in 2004, Mikado S.p.A. and Compagnia Finanziaria S.p.A. in 2009; Bioera S.p.A. from 2010 to 2011, Berco Group from 2013 to 2014 and from 2014 to 2016 at Acciai Speciali Terni.
In 2006 she was Chairwoman of the Board of Directors and CEO of Magiste International SA and from 2011 to 2013 of Scorpio Shipping Group Ltd.
From 2004 to 2005 she was also an executive member of the Board of Directors of NDS and from 2007 to 2008 of IPI S.p.A.
In 2003 she founded the Franco Tatò & Partners consultancy firm and since 2009 she has been a member of the Advisory Board (Restructuring fund) of the DGPA & TATO' Investment Fund.

 

Related material:

> Shareholdings if held

> Internal dealing

Committee meetings and attendance rate (2016)

 

Number of meetings of Control and Risk Committee

 

Rate of attendance of Control and Risk Committee meetings

 

* THE EUROPEAN HOUSE – AMBROSETTI S.P.A., L'osservatorio sull'eccellenza dei sistemi di governo in Italia, 2016 edition. The data refer to the 2015 financial year and are taken from public sources, such as the 2015 separate financial statements and the Report on Corporate Governance published in spring 2016.

The Control,Risk and Related Parties Transactions Committee is made up of three independent members. At least one member has adequate accounting, financial and risk management experience.

 

Main duties

The Control, Risk and Related PartiesTransactions Committee provides recommendations and advice to the Board of Directors with the goals of supporting decisions on internal control and risk management system and ensuring application and approval of  financial reporting. The committee:

  • Evaluates the proper use of accounting standards and their consistency in order to prepare the consolidated financial statements
  • Issues opinions on specific aspects relating to the identification of the main risks to Snam
  • Reviews transactions involving directors' or statutory auditors' interests and related-party transactions
  • Examines periodic reports evaluating the internal control and risk management system, and reports of particular importance from the internal auditor
  • Monitors the independence, effectiveness and efficiency of the internal audit department
  • May ask the internal auditor to carry out audits and reviews of selected operations
  • Reports to the Board, at least every six months, upon approval of the annual and half-yearly financial report, on the activity it carries out and the adequacy of the internal control and risk management system; in any event, after each of its meetings, the Committee shall update the Board of Directors with a communication at the first available meeting, on the topics discussed and on the comments, recommendations and opinions formulated therein;
  • Supports, with adequate preliminary activities, the Board of Directors assessments and resolutions on the management of risks arising from detrimental facts which the Board of Directors may have been become aware of or that the Committee itself has reported to the Board of Directors
  • Comments on proposals submitted to the board by the internal control and risk management system director concerning the appointment, dismissal and remuneration of the internal auditor and related to ensuring that the internal auditor has adequate resources to fulfil his/her responsibilities

The committee also performs the duties assigned to it as part of related-party transactions compliance

 

 

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14 September 2017 - 16:48 CEST