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Italian legislation allows three different governance models: traditional, dualistic and monistic.
In the traditional model the shareholders elect the Director, or the Board of Directors, (responsibleforthemanagementofthecompany)andtheStatutory Committee (in charge of the Administrative Auditing).
The “dualistic” model gives the Administrative Auditing power to a Board of Surveillance elected by the shareholders, while management powers belong to a BoardofDirectorselectedbytheBoardofSurveillance.ThisBoardisalso responsible for decisions traditionally made by the shareholders.
Finally, the ”monistic” system gives management and administrative powers respectively to a Board of Directors elected by the shareholders, and to an Auditing Committee, whose members are chosen within the Board of Directors. The Auditing Committee members must be independent and professional.
With reference to the traditional model, in non-listed companies the Statutory Committee is made up of three to five actual members by statute as well as by two standby members.
The Auditors must fulfil their duties professionally and with due care consistent with the very nature of their job, focusing on the real situation of the company, its size and structure.
As for members of the Statutory Committee of listed companies, the by-laws must establish that at least one actual member be elected by the minority and that at least one must be chosen from amongst the External Auditors.
Compared to the ” Statutory Committee” (dualistic model), the Surveillance
Committee has to perform the Auditing duties of the “Statutory Committee”, but it also has some powers aimed at influencing the stockholders’meetings, for example by nominating or revoking the Board of management or by approving the financial statements.
The Board of Surveillance must be comprised of no fewer than three members, who can either be shareholders or non shareholders; the members are first appointed by the Statutory Act and later by the shareholders’meeting.
In the monistic model, the controlling committee is elected by the Board of
Directors, who are appointed at the shareholders’meeting. The administrators must have the necessary professional qualifications and sense of honour established by the by-laws, as well as the independence established by the Auditors; they cannot be members of the Executive Committee and must not have managerial functions or duties, even if only perfunctory, in companies that control it or are controlled by it.
At least one of the members of the “Committee for Management Control”must be chosen from the list of members of the Auditors’Register.
The number of members of the Management Control Committee is established by the Board of Management except when the company is listed.
In those companies where the administrative auditing can only be done by an officially registered auditing company, with reference to such activities it is subject to the regulations set out for listed companies, as well as to the surveillance of Consob.
Finally, auditing in listed companies is given to auditing companies that are registered in the special Consob list and are completely bound by the regulations stated in the “Unified Laws of Financial Intermediaries”.
The auditing company can obtain useful information and documents for auditing from the administrators and can carry out assessments,inspections and checks independently. As far as listed companies are concerned, the auditing company must inform Consob and the “Statutory Committee” immediately if they consider that something is censurable.
The auditor registers his/her activity in a special register kept in the company’s main office. In the same way as the “Statutory Committee”, the individual appointed to accountancy control must perform his/her duties professionally; he/she is held responsible for his/her declarations and must maintain confidentiality concerning