Internal control and compliance
Italgas has adopted an internal control and risk management system that guarantees compliance with laws and corporate procedures, protects corporate assets and contributes to business management, granting solidity to the accounting and financial data processed.
In 2016, our Board of Directors, with support from the Control, Risks and Related Party Transactions Committee, adopted the internal control and risk management system, understood as a set of rules, procedures and organisational structures aimed at allowing the identification, measurement, management and monitoring of the main risks. The system is updated regularly in order to guarantee constant suitability to oversee the main risk areas of business activities.
Objectives of the Internal Control System
- Guaranteed compliance with laws and corporate procedures.
- Protection of Italgas assets.
- Optimum and efficient management of activities.
- Provision of accurate and complete accounting and financial data.
Enterprise Risk Management and enterprise risk
Established under the authority of the General Director of Finance and Services, the Enterprise Risk Management (ERM) supervises the process of integrated risk management for all the group companies. The main objectives of the ERM are to define a homogeneous and transversal risk assessment model, to identify priority risks, to guarantee the consolidation of mitigation actions and the development of a reporting system. The ERM methodology adopted by the Italgas Group is in line with the reference models and international best practices (COSO Framework and ISO 31000).
The enterprise risks are managed through three levels of control (see below), involving different operating units based on their specifically assigned responsibilities. The findings, in terms of the main risks and the plans devised to manage them, are presented to the Control, Risks and Related Party Transactions Committee so that an assessment can be carried out on the effectiveness of the Internal Control and Risk Management System in relation to Italgas' specific characteristics and the risk profile it has taken on. The results are also used by the Internal Audit function, which is responsible for control.
To ensure increasing awareness among the company’s population of the need to develop a culture that constantly seeks to identify, monitor and manage the main enterprise risks (risk-based thinking), training is arranged regularly on Enterprise Risk Management issues.
Bodies and functions involved
Our internal control and risk management system is based on an integrated model, which clearly identifies the duties of each body and department involved and concrete procedures for coordination between them. The system requires involvement in particular from:
- the Board of Directors, which performs a guiding role and (having heard the opinion of the Control, Risks and Related Party Transactions Committee) evaluates, at least once a year, the adequacy and effectiveness of the internal control and risk management system with regard to the characteristics of the Company and the Group and the risk profile adopted;
- the Chief Executive Officer, identified by the Board as the “director in charge of the Internal Control and Risk Management System” pursuant to the Corporate Governance Code. The CEO is required to establish and maintain an effective internal control and risk management system, in accordance with the corporate and procedural objectives, and is also responsible for ensuring that the risk management procedures correspond to the containment plans defined;
- the Control, Risks and Related Party Transactions Committee, which amongst others has a duty to support assessments and decisions made by the Board of Directors concerning the internal control and risk management system;
- the Board of Statutory Auditors, which oversees the system efficiency, also in its capacity as the "Internal Control and Audit Committee" pursuant to Italian Legislative Decree 39 of 27 January 2010;
- the Head of the Internal Audit Function, responsible for ensuring the functionality and adequacy of the system.
Risk management is based on three levels of internal control:
- Level One: identification, evaluation and monitoring of risks inherent to the individual Group processes. The group functions that are owners of the individual risks are responsible for identifying, measuring and managing them as well as for implementing the necessary controls.
- Level Two: monitoring of the main risks to ensure that they are effectively and efficiently managed and processed, and monitoring of the adequacy and functioning of the controls; support for Level One in defining and implementing adequate management systems for the main risks and related controls. Operating within Level Two are the staff functions charged with coordinating and managing the main control systems.
- Level Three: Independent and objective verification of the operating effectiveness and adequacy of Levels One and Two, and in general of the overall risk management methods. This activity is performed by the Internal Audit Function.
Officer responsible for the preparation of financial reports
In listed companies, the Officer responsible for the preparation of financial reports has the essential duty of controlling the accounting and financial disclosures, fundamental in offering guarantees to institutional and other investors regarding reporting reliability.
The Officer responsible for the preparation of financial reports is appointed by the Board of Directors on the recommendation of the CEO, in agreement with the Chairman and subject to opinion in favour from the Board of Statutory Auditors. In Italgas, the Officer responsible for the preparation of financial reports may not be a member of the administrative or control bodies, or hold senior management positions, at Eni S.p.A. and its Subsidiaries, nor may they have any direct or indirect professional or financial relationship with said companies.
The Board of Directors ensures that the Officer responsible for the preparation of financial reports has the necessary powers and means to perform his duties and supervises the actual compliance with administrative and accounting procedures.
The Officer responsible for the preparation of financial reports of Italgas from 7 May 2018 is Giovanni Mercante.
ultimo aggiornamento 04 July 2018 10:51 UTC