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who resigns or otherwise becomes unable to perform his duties. At least one member of the
Board of Statutory Auditors and one alternate member must be registered with the national
register of auditors (Registro dei Revisori Contabili). The other members, if not registered
with the national register of auditors, must be registered in specific professional registers or
must be chosen among certain university professors. All members of the Company’s Board
of Statutory Auditors are registered with the national register of auditors.
The Company’s Board of Statutory Auditors is responsible for reviewing the Company’s
affairs and financial reporting and condition. It is required to review the Company’s activities
in order to determine compliance with the by-laws and applicable Italian law, as well as
report specific matters to the shareholders and to the court. The Board of Statutory Auditors,
among other things, ensures (i) that the Company be managed in a sound manner and (ii)
that the Company’s internal auditing, accounting and administrative procedures be adequate.
The review of the Company’s books and records performed by its Board of Statutory Auditors
does not constitute an audit in accordance with Italian auditing standards.
Members of the Company’s Board of Statutory Auditors must receive notice of, and are
required to attend, meetings of the Board, shareholders’ meetings and meetings of any
executive committee of the Board.
The following table sets forth certain information about the current members of the
Company’s Board of Statutory Auditors, who have been appointed by the shareholders’
meeting of April 2, 2010.
Name Position Member since
Richard P. Murphy
Chairman of the Board of Statutory
Auditors
Giorgio R. Fumagalli Permanent auditor 2007
Lucio G. Ricci Permanent auditor 2002
Luca G. Caretta Alternate auditor 2007
Chiara Peja Alternate auditor 2010
2002
Each of the members of the Company’s Board of Statutory Auditors also serves as statutory
auditors for several other Italian and pharmaceutical companies.
26 Newron Annual Report 2011