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

The Chairman is responsible for ensuring that the corporate governancesystem runs smoothly in practice, guaranteeing due balance between the powers ofthe Managing Director and the other executive Directors; he is the counterparty fordialogue with the internal control bodies and internal committees; and co-ordinateswith the Managing Director in supervising relations with externals and institutions.In addition, as a member of the Group’s management, Mr Pagliaro overseesthe consolidation of certain key customer accounts and relations and theperformance of various of the Group’s main investments.COMMITTEESThe Board of Directors has established three committees:Internal control committeeIndependent (Code) Independent (Finance Act)Internal control committee Auditor •***Angelo Casò (Chairman) X X XTarak Ben Ammar X XRoberto Bertazzoni X X• Registered auditor.* Independent as defined in Code of conduct for listed companies.** Independent as defined in Article 148, para. 3 of Italian Legislative Decree 58/98.The Committee is made up of three Directors who qualify as independentas defined by the Code of Conduct for Listed Companies, which has duties ofconsultation and enquiry in particular with respect to the Bank’s system ofinternal control and risk management, and the structure of its IT and financialreporting organization.In particular, with reference to the internal control system, the committee:– gives its non-binding opinion on appointment and dismissal of staffresponsible for internal control and compliance activities, their remuneration,powers and means for them to carry out their duties;– reviews the adequacy of the internal control structures and procedures andthe adequacy of the information flows required for internal control proceduresto be carried out;– reviews the plan of activity prepared by the head of internal control and hisreport on activities carried out, at least twice a year.552 –