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

– expresses its opinion on the appointment and dismissal of the company’slegal external auditors;– assesses the proposal submitted by audit companies to act as the Bank’s legalexternal auditors and reviews the results shown in the auditors’ report andtheir letter containing suggestions;– monitors the effectiveness of the external auditing process for the annual andconsolidated accounts;– monitors the independence of the external legal auditors, in particular withrespect to the provision of non-auditing services;– gives its opinion on the appointment and dismissal of the heads of internalaudit and compliance;– gives its opinion on appointments to the role of Head of Company FinancialReporting;– reports any operating irregularities or breaches of regulations noted to thesupervisory authorities;The statutory auditors are vested with the broadest powers provided for bylegal and regulatory provisions in force.The Statutory Audit Committee is kept informed of the activities carried out andthe most significant transactions in earnings, financial and capital terms, executed bythe Company or its subsidiaries, and in particular transactions in which the Directorshave an interest either in their own right or by means of third parties, throughparticipating in the meetings of the Board of Directors and Executive Committee.Information is also provided to the Statutory Audit Committee outside of meetingsof the Board of Directors and Executive Committee in writing, addressed to theChairman of the Statutory Audit Committee.The Statutory Audit Committee receives information flows organized andchannelled via the internal control units, i.e. Internal audit, Risk managementand Compliance, takes part in all Internal control committee meetings, andmaintains regular relations, with a view to reciprocal exchanges of information,with the external legal auditors, the supervisory unit established pursuant toItalian Legislative Decree 231/01, and with other Group companies’ StatutoryAudit Committees.The Statutory Audit Committee checks that the provisions regarding theexternal legal auditors’ independence are complied with, in particular regardingthe services other auditing provided to Mediobanca and the Mediobanca Groupcompanies by it and other entities forming part of the same network.– 561