Audit Committee

Audit Committee

Audit Committee

 

The Audit Committee consists of non-executive members of the BoD, the majority of whom, including the Chairperson, are independent. The General Meeting of Shareholders is responsible to determine the type, the composition and the term of the Committee. The Committee’s members are designated by the Board of Directors following a respective Board Nomination Committee proposal presenting the rationale of the members’ nomination and the assessment of their independence on the basis of the criteria provided for in law, taking also into consideration possible ineligibility or incompatibility restrictions. Unless otherwise resolved by the General Meeting of Shareholders, the term of office of the Committee members coincides with the three-year term of office of the Board of Directors. The Chairperson and Vice – Chairperson of the Audit Committee are appointed by its members.

Anne Weatherston
Anne Weatherston

Chair,Independent Non - Executive Board Member

Maria Semedalas
Maria Semedalas

Vice Chair,Independent Non - Executive Board Member

Karel De Boeck
Karel De Boeck

Member,BoD Vice – Chairman, Independent Non - Executive Board Member, Senior Independent Director

David R. Hexter
David R. Hexter

Member,Independent Non - Executive Board Member

Jeremy John Masding
Jeremy John Masding

Member,Independent Non - Executive Board Member

Paola Giannotti De Ponti
Paola Giannotti De Ponti

Member,Non - Executive Board Member

The Committee convenes at least 8 times per annum, while additional meetings are likely to be convened if necessary.

The main responsibilities of the Audit Committee are the following:

  • to monitor and evaluate annually the adequacy and effectiveness of the Internal Control System, both on a stand-alone and Group-wide level according to the relevant information provided by the Group Internal Audit,
  • to oversee and evaluate the process involved in the preparation of the published annual and interim financial statements of the Group, the Bank and its subsidiaries,
  • to oversee the statutory audit of both the annual and interim financial statements of the Bank and the Group, cooperating with the statutory auditors on a regular basis,
  • to submit proposals to the BoD for the selection of the statutory auditors. The Committee can also propose whenever appropriate their replacement or rotation,
  • to safeguard the independence of the statutory auditors of the Bank and the Group, according to the legislation in force,
  • to submit proposals addressing weaknesses of Internal Control System and the monitoring of the measure’s implementation decided by the Management,
  • to submit proposals for additional audits by the Group Internal Audit on specific areas that deems necessary,
  • to evaluate the work undertaken by the Group Internal Audit focusing on issues related to the degree of its independence, the quality and the scope of audits conducted, its impartiality, the priorities determined by the changes in the financial environment, the systems, the risk level, and the overall effectiveness of its operations,
  • to monitor the integrity, process, and internal controls of the Bank’s sustainability reporting ensuring compliance with relevant EU directives and standards,
  • to oversee the assurance process of sustainability reports and review the independence of external assurance providers, reporting outcomes to the Board of Directors,
  • to define the scope, and to select and assign periodically, at least every three years, an audit firm, other than the statutory auditors, to assess the ICS adequacy.

Details on the responsibilities and the operations of the Committee are available here