Board of Directors

Pursuant to the Code of Conduct for listed companies issued by the Italian Stock Exchange, the Board created an Internal Control Committee mandated to advise and make proposals to the Board. In particular, the Internal Audit Committee:

• assists the Board in
  • setting out the guidelines of the internal control system so as to enable the issuer and its subsidiaries to correctly identify, measure, manage and monitor the main risks
  • determining the criteria to ensure that such risks are compatible with sound company management
  • assessing, at least on an annual basis, the adequacy, effectiveness and efficient operation of the internal control system
  • providing a description of the key elements of the internal control system in the corporate governance report, including an assessment about its overall adequacy
• evaluates, along with the director responsible for preparing the company’s financial statements and with the auditors, the appropriate use of accounting principles and their suitability for the purposes of drafting the consolidated financial statements;
• expresses its opinion, at the request of the executive director responsible for this, on specific aspects concerning the identification of the company’s main risks as well as the design, implementation and management of the internal control system;
• reviews the work plan prepared by internal auditors as well as their periodic reports;
• evaluates the proposals submitted by audit firms applying to be the Company’s auditors, as well as the work plan for the auditing activities and the results set forth in the audit report and in the management letter, if any;
• supervises the effectiveness of the audit process;
• carries out other tasks assigned to it by the Board;
• reports to the Board at least every six months, at the time financial statements and half-year reports are approved, on the activities performed and on the adequacy of the internal control system.

Last upadate: 29/04/2009

the Board created an internal Remuneration Committee to make proposals and provide advice as follows:

• to propose to the Board, in the absence of the directors concerned, on remuneration for directors with delegated authority and those who hold specific offices, monitoring the implementation of the Board’s decisions;
• to regularly assess remuneration criteria for managers with strategic responsibilities in the Company and its direct or indirect subsidiaries, and supervise the implementation thereof;
• to make proposals regarding the adoption of general remuneration criteria for Saras Group’s senior management that will attract and motivate qualified professionals; and
• to propose any stock option plans or stock grant plans.

Last upadate: 29/04/2009