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

Article 29The Statutory Audit Committee is responsible formonitoring:a. compliance with legal, regulatory and statutoryrequirements, and observance of the principles ofcorrect management;b. the adequacy of the organizational andadministrative/accounting structure of thecompany and its financial reporting process;c. the effectiveness and adequacy of the risk controland management system, the internal auditprocess and the functioning of the internalcontrol system as a whole;d. the legal auditing process for the annual andconsolidated accounts;e. the independence of the legal external auditors,in particular insofar as regards the provision ofnon-audit services.The Statutory Audit Committee is vested with thepowers provided for under regulatory provisions inforce, and reports to the Bank of Italy on operatingirregularities or breaches of regulations detected inthe course of its duties.The Statutory Audit Committee is usually informed ofthe activities carried out and the most significanttransactions in earnings, financial and capital terms,executed by the Company or its subsidiaries, and inparticular transactions in which the Directors have aninterest either in their own right or by means of thirdparties, including via the appointed bodies, directlyupon the occasion of meetings of the Board ofDirectors and Executive Committee, which are heldwith the frequency established under the foregoingArticle 19 hereof; note of this is duly made in theminutes of the respective meetings. Information isalso furnished to the Statutory Audit Committeeoutside of meetings of the Board of Directors andExecutive Committee in writing, addressed to theChairman of the Statutory Audit Committee.Statutory Audit Committee meetings may also be heldvia video- or tele-conference, provided that thepersons entitled to attend may be properly identified,follow the discussions appropriately and speak in realtime on items on the agenda; if such conditions aremet, the Statutory Audit Committee is held to havemet at the place where the Chairman is present.SECTION VIAuditingArticle 30Legal auditing shall be carried out by a dulyregistered external legal auditor, whose terms ofappointment, duties and responsibilities shall begoverned by law.Article 3029Unchanged”The Statutory Audit Committee is usually informed ofthe activities carried out and the most significanttransactions in earnings, financial and capital terms,executed by the Company or its subsidiaries, and inparticular transactions in which the Directors have aninterest either in their own right or by means of thirdparties, including via the appointed bodies, directlyupon the occasion of meetings of the Board ofDirectors and Executive Committee, which are heldwith the frequency established under the foregoingArticle 20; note of this is duly made in the minutes ofthe respective meetings. Information is also furnishedto the Statutory Audit Committee outside of meetingsof the Board of Directors and Executive Committee inwriting, addressed to the Chairman of the StatutoryAudit Committee.UnchangedTITOLO VIAuditingArticle 310Legal auditing shall be carried out by a dulyregistered external legal auditor, whose terms ofappointment, duties and responsibilities shall begoverned by law and regulations.532 –