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

As part of their duties, the Statutory Auditors may ask the Internal Auditunit to perform specific checks on areas of activity or the company’s operations.The Statutory Audit Committee checks that the criteria and proceduresadopted by the Board of Directors for assessing the independence of its membersare applied correctly.Any Statutory Auditor who has an interest, either in his/her own right or viathird parties, in a particular transaction in which Mediobanca is involved informsthe other Statutory Auditors and the Chairman of the Board of Directors promptlyand exhaustively regarding the nature, terms, origin and scope of such interest.A total of thirty-one meetings of the Statutory Audit Committee were heldin the last financial year, nine of which jointly with the Internal ControlCommittee, and met on several occasions with representatives of the externalauditors engaged to audit the company’s financial statements pursuant to ItalianLegislative Decree 39/10.RELATED PARTY TRANSACTIONSTIONSAt a Board meeting held on 23 November 2010, following the unanimousfavourable opinion of the Internal control committee, the Directors of Mediobancaapproved the related party transactions procedure as required by Consobresolution 17221 on 12 March 2010, which lays down the principles with whichthe Bank must comply to ensure that transactions with related parties carried outdirectly or via Group companies are executed transparently and basically fairly.The procedure is activated each time the Bank intends to implement a transactionwith a related party (as defined in Annex I of the resolution). Provision is made inparticular for a classification phase for the transactions, which are distinguishedfundamentally between “More significant transactions” and “Less significanttransactions”, following which the responsibility and procedure for approval isestablished. The procedure does not apply to “exempt transactions” (including“Ordinary transactions carried out at arm’s length” and “Transactions involvingnegligible amounts”).For each category of transaction the procedure prescribes a specific“transparency regime” which defines the reporting requirements and deadlinesversus both the public and the company’s governing bodies. This procedure,which has been fully in force since 1 January 2011, is published on the Bank’swebsite at www.mediobanca.it/Corporate Governance.562 –