Internal Control Risk and Risk Management System
Ansaldo STS’ internal control and risk management system provides for the involvement of the following parties:
- Board of directors;
- Director responsible for the internal control and risk management system;
- Risk and control committee;
- Internal Audit Manager;
- Manager in charge of financial reporting pursuant to Law no. 262/2005;
- Supervisory body set up in implementation of Legislative decree no. 231 of 8 June 2001;
- Board of statutory auditors.
With the assistance of the risk and control committee and also on the basis of the activities of the director responsible for the internal control and risk management system, the board of directors defines guidelines for this system, so that the main risks to which the company is exposed are correctly identified and adequately measured, managed and monitored. It also determines the degree of compatibility of such risks with business management in line with the strategic objectives identified. In addition, within the scope of the definition of strategic business and financial plans, the board of directors defines the nature and level of risks, in accordance with the issuer’s strategic objectives. The methodological approach taken to evaluate and manage the internal control and risk management system refers to the internationally recognised Enterprise Risk Management framework of the Committee of Sponsoring Organizations of the Treadway Commission (COSO report).
The Internal audit unit’s audit plan was approved by the board of directors as required by Borsa Italiana’s code of conduct for listed companies and the unit head prepares regular reports for the risk and control committee.
Specifically, audit procedures performed in 2014 covered planning, purchases, sales, IT, improvement projects, compliance of certain significant procedures for compliance purposes and monitoring progress of the actions plans drawn up as a result of the audit work.
In order to ensure that the conduct of all those operating on behalf of the company or in its interests is always consistent with the principles of fair practice and transparency in business dealings and company activities, Ansaldo STS has adopted an organisational, management and control model (the “Model”) in line with the requirements of Legislative decree no. 231/01 and the guidelines issued by Confindustria, Italy’s main organisation representing Italian manufacturing and service companies. The code of ethics is an integral part of this Model. The company has also set up a supervisory body to monitor application of the Model.
The Model was last updated by resolution of the board of directors on 16 December 201410, mainly to provide more detail about the areas at risk and control principles for certain crimes, to update the special part of the Model on environmental crimes and align the updated special part of the Model about manslaughter or unintentionally causing grievous or very grievous injury in the workplace due to violation of the occupational health and safety regulations with the Organisation regulations about occupational health and safety adopted by the company’s new Single Employer.
In January 2015, Ansaldo STS commenced its risk assessment procedure to include the new predicate crime of self-laundering as per article 648-ter.1 of the Criminal Code and article 25-octies of Legislative decree no. 231/2001, introduced with Law no. 186 of 15 December 2014, published in the Italian Official Journal of 17 December 2014 in its Organisational, management and control model set up in accordance with Legislative decree no. 231/01. The company expects to complete this procedure and the Model’s revision during the first half of 2015.
The Model is available on the company’s web site.
Ansaldo STS S.p.A.’s supervisory body has several members, including two external members, one of whom serves as Chairman, and both whose were selected among academics and professionals with proven expertise and experience in legal, economic and financial issues, as well as one internal member who is the interim Corporate Affairs Manager. The board of directors approved the current composition of the supervisory body on 6 May 2013, providing for the presence of two external members to further accentuate the board’s independence and autonomy.
Any conduct contrasting with the ethical principles described in the code of ethics or the indications in the organisational, management and control model pursuant to Legislative decree no. 231/01 can be anonymously reported to the supervisory body, which evaluates the reports in accordance with the relevant company procedure currently in place. In this respect, in 2014, no reports were made and no sanctions were imposed following violations pursuant to Legislative decree no. 231/01.