Annual Accounts and Report as at 30 June 2011 Draft - Mediobanca

STATUTORY AUDIT COMMITTEE’S REPORTas required under Article 153 of Italian Legislative Decree 58/98Dear Shareholders,This report, which has been prepared as required under Article 153 ofItalian Legislative Decree 58/98 (the “Italian Consolidated Finance Act”),refers to the activities carried out by the Statutory Audit Committee ofMediobanca S.p.A. (“Mediobanca”, the “Bank” or the “Company”) duringthe financial year ended 30 June 2011.1. In performing its duties of supervision and control, the Statutory AuditCommittee has:a) monitored compliance with the provisions of the law, thecompany’s Articles of Association and deed of incorporations;b) received regular information from the directors on the activities andthe most significant transactions in earnings, financial and capitalterms carried out by the Bank and the other Group companies,including in compliance with Article 150, paragraph 1 of theItalian Consolidated Finance Act. In particular the issuance of twolower Tier II loans in an amount of approx. €1bn should be noted.Based on the information available, the Statutory Audit Committeecan provide reasonable assurance that these transactions have beencarried out in compliance with the provisions of the law and thecompany’s Articles of Association, and are not manifestlyimprudent or risky or such as may compromise the integrity of theCompany’s assets. Furthermore, all transactions giving rise topotential conflicts of interest have been approved in compliancewith the provisions of the law, the regulations in force and thecompany’s Articles of Association;c) noted that no atypical or unusual transactions with Groupcompanies, third parties or related parties have taken place. In itsReview of Operations and Notes to the Accounts, the Board ofDirectors has provided an exhaustive illustration of the effects ofthe most significant of the ordinary transactions carried out by theBank in earnings, financial and capital terms with other Groupcompanies and related parties on an arm’s length basis.Furthermore, on 23 November 2010 the new Related Partiesprocedure was adopted, under which inter alia a Related Parties– 267