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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