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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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272 –confirmed th<strong>at</strong> the various methods adopted are considered to belegitim<strong>at</strong>e <strong>and</strong> equivalent for the shareholders. The St<strong>at</strong>utory AuditCommittee accordingly decided there were no grounds for pursuing them<strong>at</strong>ter further.The fourth complaint referred to the lack of an insurance policy tocover the fine applied by Consob with respect to the Se<strong>at</strong>-PagineGialle c<strong>as</strong>e.The St<strong>at</strong>utory Audit Committee noted th<strong>at</strong> the fine, which w<strong>as</strong> appliedto the company <strong>and</strong> not the Board of Directors, w<strong>as</strong> not an insurablerisk <strong>as</strong> it constituted an administr<strong>at</strong>ive sanction. The St<strong>at</strong>utory AuditCommittee accordingly decided there were no grounds for pursuing them<strong>at</strong>ter further.Fifthly, the St<strong>at</strong>utory Audit Committee w<strong>as</strong> <strong>as</strong>ked to check whether theDirectors’ duties included knowing the remuner<strong>at</strong>ion paid to theChairman of a Group company, with reference in particular to theemolument receivable by Cesare Geronzi in respect of his position <strong>as</strong>Chairman of Assicurazioni Generali.The St<strong>at</strong>utory Audit Committee, having noted th<strong>at</strong> the Board ofDirectors of <strong>Mediobanca</strong> h<strong>as</strong> no jurisdiction in m<strong>at</strong>ters for which thegoverning bodies of Assicurazioni Generali are responsible,accordingly decided there were no grounds for pursuing the m<strong>at</strong>terfurther.The sixth complaint regarded the alleged unfairness of the book valuesfor the Group’s shareholdings in RCS <strong>and</strong> Telco reflected in theaccounts for the period ending <strong>30</strong> <strong>June</strong> 2010, vis-à-vis theirrecoverable value.The St<strong>at</strong>utory Audit Committee <strong>as</strong>certained th<strong>at</strong> the book values hadbeen subject to impairment tests in accordance with the criteriaestablished by the accounting st<strong>and</strong>ards <strong>and</strong> in compliance with theprocedure conforming to said st<strong>and</strong>ards approved by the Board ofDirectors <strong>as</strong> required by the joint Consob-Bank of Italy-ISVAP circularissued on 3 March 2010. The criteria adopted in applying theimpairment tests had been examined specifically by the InternalControl Committee, the St<strong>at</strong>utory Audit Committee <strong>and</strong> the ExternalAuditors. The St<strong>at</strong>utory Audit Committee accordingly decided therewere no grounds for pursuing the m<strong>at</strong>ter further.The seventh complaint regarded the alleged breach of IAS 24 <strong>and</strong>Article 2391 bis of the Italian Civil Code in respect of the resolutionadopted by the Board of Directors of <strong>Mediobanca</strong> on 18 September2009 altering the scope of transactions with rel<strong>at</strong>ed parties.

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