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

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

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

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committee w<strong>as</strong> instituted. The St<strong>at</strong>utory Audit Committee alsoparticip<strong>at</strong>es in these meetings, <strong>and</strong> accordingly receives regularinform<strong>at</strong>ion regarding such transactions. The St<strong>at</strong>utory AuditCommittee noted th<strong>at</strong> no intra-group transactions or transactionswith rel<strong>at</strong>ed parties have been entered into th<strong>at</strong> are in conflict withthe interests of the company. The St<strong>at</strong>utory Audit Committee alsochecked th<strong>at</strong> the Rel<strong>at</strong>ed Parties procedure complies with theregul<strong>at</strong>ions in force <strong>and</strong> w<strong>as</strong> applied correctly, in the sense th<strong>at</strong>transactions were carried out on an arm’s length b<strong>as</strong>is. B<strong>as</strong>ed interalia on the activity carried out by the Internal Audit unit, theSt<strong>at</strong>utory Audit Committee believes th<strong>at</strong> rel<strong>at</strong>ions with rel<strong>at</strong>edparties have been monitored appropri<strong>at</strong>ely;d) been informed regarding, <strong>and</strong> h<strong>as</strong> monitored the adequacy of, theBank’s organiz<strong>at</strong>ional structure, its compliance with the principles ofproper management, <strong>and</strong> the adequacy of the instructions given by thecompany to its subsidiaries, <strong>as</strong> required by Article 114, paragraph 2 ofItalian Legisl<strong>at</strong>ive Decree 58/98, by acquiring inform<strong>at</strong>ion from theheads of the relevant company divisions <strong>and</strong> meetings with theExternal Auditors involving the mutual exchange of relevant d<strong>at</strong>a <strong>and</strong>inform<strong>at</strong>ion. No critical issues emerged from our review of the annualreports by the St<strong>at</strong>utory Audit Committees of the Group companies;e) monitored the adequacy of the internal control <strong>and</strong>administr<strong>at</strong>ive/accounting systems in place, <strong>and</strong> the reliability ofthe l<strong>at</strong>ter in particular with respect to its ability to accur<strong>at</strong>elyrepresent oper<strong>at</strong>ions, by:i) review of the st<strong>at</strong>ements issued by the Chief ExecutiveOfficer <strong>and</strong> the Head of Company Financial <strong>Report</strong>ing <strong>as</strong>required by the provisions of Article 154-bis of the ItalianConsolid<strong>at</strong>ed Finance Act;ii) review of the Internal Audit unit’s reports <strong>and</strong> of inform<strong>at</strong>ionon the outcome of monitoring activity for the corrective actionhighlighted <strong>as</strong> a result of its audits;iii) review of reports prepared by the Compliance unit;iv) review of reports prepared by the Risk management unit;v) receiving inform<strong>at</strong>ion from the heads of the various divisionsof the company;vi) meetings with the heads of the supervisory bodies of theGroup companies, in accordance with the provisions ofArticle 151, paragraphs 1 <strong>and</strong> 2 of the Italian Consolid<strong>at</strong>ed268 –

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