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Auditors<br />

Upon proposal by the management and Board of the Company, on April 2, 2010, the shareholders’<br />

meeting has reappointed Reconta Ernst & Young S.p.A. as the Company’s independent<br />

auditors in relation to the audit of the Company’s financial statements for the three financial<br />

years ending December 31, 2012. The recommendation by the Company’s management and<br />

Board, who had asked alternative audit companies to provide offers for a 3-year period (as<br />

foreseen by Italian law) of collaboration was based on the high quality of the audit team<br />

proposed by E&Y, its audit experience in the pharmaceutical industry, the capability to support<br />

international projects and the financial terms offered for the work expected to be done<br />

for <strong>Newron</strong>.<br />

The auditor in charge since the first appointment of Reconta Ernst & Young in 2007 is<br />

Paolo Zocchi.<br />

Reconta Ernst & Young will receive an expected fee of thousand EUR 135 (2010: thousand<br />

EUR 138) exclusively due to the audit of the Company’s Italian GAAP Financial Statements,<br />

the financial statements of the subsidiaries under the local GAAP standards, and the Group’s<br />

consolidated IFRS Financial Statements.<br />

Supervisory and control instruments pertaining to the audit<br />

The Board has installed an audit committee, whose task it is to discuss with the auditors the<br />

audit scope, audit and review procedures, significant reporting matters and fees and to<br />

assess the auditors’ performance. The chairperson of the subcommittee, Patrick Langlois, is<br />

responsible for the information of the full Board about the results of the meetings and the<br />

recommendations of the subcommittee.<br />

The duties of the audit committee are<br />

• to consider the appointment of the external auditor, the audit fee, the independence and<br />

objectivity of the auditors and any questions of retirement, resignation or dismissal;<br />

• to review the nature and scope of the audit, discuss the audit with the external auditor<br />

before it commences, and ensure coordination where more than one audit firm is involved;<br />

• to review the annual financial statements before submission to the Board, focusing particularly<br />

on (i) any changes in accounting policies and practices, (ii) major judgmental areas, (iii)<br />

significant adjustments resulting from the audit, (iv) the going concern assumption, (v)<br />

compliance with accounting standards, (vi) compliance with legal requirements, and (vii)<br />

the Chairman’s statement and statement of operations to be made in the Company’s annual<br />

report;<br />

• to review the results of the audit and its cost-effectiveness and in particular: (i) to discuss<br />

problems and reservations arising from the interim and final audits and any matters the<br />

auditors may wish to discuss (in the absence of management where necessary), (ii) to review<br />

the external auditor’s management letter and management’s response, (iii) to consider any<br />

significant ventures, investments or operations which are not subject to external audit;<br />

• to review the annual budgets of the Company;<br />

Auditors – <strong>Newron</strong> Annual Report 2011 35

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