"NEWS 25 October-control: the settlement of statutory-part 1"

Posted by on Oct 25, 2016


The purpose of this article, together with the subsequent interventions, is to pass a practical vision of the Mayor's activities from time to time due to the 55 drafts of reports issued by CNDCEC in January 2016; references to individual verbal (V. " Nr ") will be reported within the individual treatments.

It should be remembered that the document "records and procedures of the Board of Auditors" (the document) is composed of 214 pages divided into 7 sections on settlement of statutory supervision, detection of serious irregularities, operations on the share capital, corporate transactions and settlement, listed companies and business crisis. At this stage we will focus on the first section, namely that relating to the establishment of the Board of Auditors.

In particular, the launch of activities of Mayor, be it only that preliminary effort fit actual collegial linked to the preparation of the following documents certifying their professional situation and partly shared with the company.

  1. Disclosure statement (see 1): this document, deliverable nomination meeting, contains the directorships and company control.
  2. Declaration of acceptance of the appointment of Mayor (v. 1): this document, which is deliverable within the nomination, shall state that the experience and integrity requirements established by law, as well as the possession of adequate professional insurance and no grounds for their ineligibility or incompatibility, that compromise the independence of the Office in accordance with articles 2399 and 2449 cod. CIV., Lgs. 127/1991 and Decree. 39/2010 and of rule 1.3.
  3. Self-evaluation of cumulation of mandates (v. 1): this control aims to ensure the ability to carry out Trade Union positions taken in view of technical and professional skills, time and resource demands.
  4. Evaluation of causes of ineligibility and independence (see 1): this auto-analysis, supported by a table with some questions, it focuses on existing ties with the company or subsidiaries, who control it or are under common control. In this analysis we also takes account of the working relationships, ongoing consultancy or performance of work whether paid or other financial transactions which affect its independence.
  5. Risk calculation of financial dependence (v. 1): in order to assess the risk of financial dependence, the paper suggests the use of financial dependency risk assessment table proposed in rule no. 1.4. the "norms of conduct of the Board of statutory auditors – standards of conduct of the Board of Auditors of non-listed companies" issued by CNDCEC and in force since September 30, 2015.
  6. The minutes of settlement of the Auditors (v. 1): completed the preliminary phase and found not to be in conditions that may affect the operations, you can start the task of supervision of the company. The primary might be composed of information on organizational and administrative accounting, giving Act of receiving documents such as articles of incorporation and bylaws in force, list of books and records with its balloon, historical title search, permissions that are required for the course of business, organizational chart, list of subsidiaries and associated companies; copy of the minutes of the meetings of the Board of directors or relevant resolutions supporting any regulations of issue of bonds and other debt securities; loan agreements in presence of covenant, hedging contracts (derivatives), intercompany or group contracts and complaints of violations of law or communications from supervisors.
  7. Minutes of Planning Board of statutory supervision (v. 2): this document may confine itself to an estimated timeframe, with the identification of topics and persons invited to participate from time to time. However the presence of a detailed list of activities to be carried out by the Board of Auditors, contained on page 31 of the document, it could be a great help to schedule Union audits more efficiently.
  8. Request for information to the previous Auditors (v. 3): this control, which seems appropriate to include in the minutes of settlement can be done by the Chairman of the Board through a simple letter of request for information to the previous Auditors contained on page 41 of the document.

by Meadow