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

With reference to risk management, the committee:– performs monitoring, instruction and support activities to the Board ofDirectors with respect to the supervision of risk management policies,including compliance with applicable regulations, and ensuring these areconsistent with the strategic guidance set;– regularly reviews the functioning and efficiency of the system and procedures forcontrolling and managing risks, reporting back to the Board on these issues;– reviews plans for calculating the adequacy of the Bank’s aggregate capital,current and estimated, at the consolidated level in view of the large risks towhich the Bank and Group are exposed (ICAAP) reporting back to the Boardon this issue;With reference to the structure of the Bank’s IT and financial reportingorganization, the Internal control committee assesses the compliance of decisionstaken by the Head of Company Financial Reporting, the external auditors and theBoard of Directors in respect of the correct application of accounting standardswith primary and secondary regulations, their consistency for purposes of drawingup individual and consolidated financial statements, and generally serves in anadvisory capacity to assist the Board of Directors in taking the decisions forwhich it has responsibility on matters of financial documents.The Statutory Audit Committee takes part in meetings of the InternalControl Committee.In addition, under the procedure for transactions with related parties(pursuant to Article 4, paragraph 3 of Consob resolution 17221/10) approved bythe Board of Directors on 23 November 2010 www.mediobanca.it/CorporateGovernance, the Internal control committee was assigned also the duties of theRelated party committee which are as follows:– expressing opinions in advance on the adoption and possible amendments tothe procedure;– being involved at the stages of negotiating and processing the most significanttransactions with related parties, with the power to delegate one or more of itsmembers for such purpose;– expressing reasoned opinions in advance (binding only in respect of thelargest transactions) on the Bank’s interest in executing the transaction withrelated parties and the convenience and substantial correctness of theirterms, including with the help of independent experts.The Committee met on a total of nine occasions in the period from 1 July2010 to 30 June 2011and on five occasions s the Related parties committee.– 553