The Board of Statutory Auditors has a key role in our corporate governance system. In 2008 it convened 25 times, often jointly with the Internal Control and Corporate Governance Committee.
The statutory auditors participate in the meetings of the Board of Directors and the Executive Committee, and receive information from the corporate bodies with delegated powers.
The Board of Statutory Auditors
- verifies compliance with the law, bylaws and principles of correct administration of the operations of greatest economic, financial and balance sheet significance;
- verifies respect of the self-regulatory principles and procedures adopted for undertaking transactions with related parties and their compliance with the Company’s interests;
- supervises compliance with the principles of correct administration and the adequacy of the Company’s organizational structure.
It likewise supervises the internal control system and the administrative and accounting mechanisms, as well as the reliability of the latter in correctly representing transactions. The Board of Statutory Auditors draws up proposals for the shareholders’ meeting for the appointment of the external auditors and monitors the independence of the auditing firm over time.
As set forth in the Telecom Italia Self-Regulatory Code, the Board of Statutory Auditors undertakes the tasks of the audit committee pursuant to U.S. regulations, since Telecom Italia is listed in the United States. These rules allow foreign companies not to create an audit committee within the Board of Directors, if they already have a “board of statutory auditors” that is separate from the board of directors, not an expression of management and responsible, within the limits of the applicable law, for appointing the auditors, determining their fees and supervising their activity.
The audit committee must also adopt formal procedures for receiving and handling complaints from third parties, as well as the concerns of employees regarding accounting and auditing; it must have economic independence and be able to acquire technical and professional consultancy. In relation to this role, among other things, it has adopted a procedure governing the acceptance, retention and handling of complaints and concerns.