The Board of Statutory Auditors is an integral part of the overall internal control system and it performs the duties for which it is responsible under the supervisory regulations of Banca d’Italia which apply to Poste Italiane for BancoPosta's business.
Moreover, pursuant to Legislative Decree No. 39/2010, the Board of Statutory Auditors, as the responsible committee for the internal control and audit of accounts, monitors: (i) the process for financial disclosure; (ii) the effectiveness of the internal control system, the internal accounting audit system, if applicable, and the risk management system; (iii) the auditing of the annual and consolidated financial statements; and (iv) the independence of the external auditing firm, especially in relation to the provision, by the auditing firm, of non-accounting services.
The Board of Statutory Auditors currently in office was appointed by the ordinary Shareholders' Meeting held on May 24, 2016 for a term of three financial years. The Board's mandate will therefore expire at the Shareholders' Meeting to be convened for the approval of the financial statements for the year ending December 31, 2018.
The Chairman of the Board of Statutory Auditors is chosen by the Shareholders' Meeting from among the acting Statutory Auditors elected by the non-controlling shareholders. The Statutory Auditors are appointed on the basis of slates presented by the shareholders. One acting Statutory Auditor and one alternate are selected from among the candidates appointed by the non-controlling shareholders.
Slates are divided into two sections: the first containing candidates for appointment as acting Statutory Auditors and the second containing candidates for appointment as alternate Statutory Auditors.
Together with the filing of each slate, information on the shareholder(s) who presented the slate, statements of each candidate affirming that he satisfies the necessary legal requirements, and each candidate’s curriculum vitae, must be provided.
In order to comply with the applicable gender-balance legislation, the slates shall include, at the first two places for both the section for acting Statutory Auditors and the section for alternate Statutory Auditors, candidates of both genders. The By-laws provide for a supplementary procedure which ensures, in any case, compliance with the gender-balance rules.
The slates shall be filed at the Company's registered office, including remotely in the manner indicated in the notice calling the meeting, by the twenty-fifth day before the date of the Shareholders' Meeting.
The provisions of the By-laws which ensure compliance with applicable gender-balance legislation shall apply to the first three elections of the Board of Directors and Board of Statutory Auditors after 12 August 2012.
The Statutory Auditors must satisfy the independence, professional qualification and integrity requirements established by the regulation issued by the Minister of Justice, as well as the further requirements established by the supervisory regulations of Banca d’Italia applicable to the Company with regard to BancoPosta activities.
As to the professional qualification requirements, the By-laws specify that the following subject matters are deemed to be strictly related to the Company's activities: commercial law, fiscal law, business management and business finance, as well as all subjects and industry sectors relating to communications, telecommunications and information technology, banking, finance and insurance activities.
All the Statutory Auditors in office are registered as authorised statutory auditors.
Through a self-evaluation process as described in its internal regulations, the Board of Statutory Auditors annually verifies the adequacy and efficiency of its composition and performance.
Mauro Lonardo, born in Rome in 1969, has a degree in Economics and Business Management from the University of Rome “La Sapienza”, and has been a registered Dottore Commercialista and a Certified Public Accountant since 1999.
After working with the Studio Tributario Societario as the head of the Tax Area (1996-2006), he was Head of Budget Control and Analysis on behalf of the municipal infrastructure and service companies of the City of Rome (2006-2009) and a partner of an international tax law firm (2007-2011).
Since 2011 he has been a partner of RSM-Lauri Lombardi Lonardo Carlizzi, a partnersip specialized in corporate governance and international tax law.
He has been and is a member of the boards of statutory auditors of numerous companies. He lectures at the training school of the Association of Dottori Commercialisti of Rome, and he has been member of several committees of the same association as well as of the Steering Committee of the Unione Giovani Dottori Commercialisti di Roma.
He has been the Chairman of Poste Italiane’s Board of Statutory Auditors since May 2016.
She was Senior Auditor at KPMG S.p.A. for numerous companies, as well as a member of the Bank Team for numerous banks.
She founded the Studio Bastiani in 1996 as a Dottore Commercialista specializing in corporate law, and particularly in corporate governance and management of crisis business.
She has been a Certified Public Accountant since 1999. She has been and is a member of the boards of directors and the boards of statutory auditors of large companies and public bodies.
She is a member of Supervisory Bodies pursuant to Legislative Decree n. 231/2001, as well as a consultant for investment and venture capital transactions.
She also performs mandatory external audits and has been the head of the internal auditing functions of listed and government-run companies.
Since 2012 she has been a member of the Equal Opportunity Committee of the Ordine dei Dottori Commercialisti ed Esperti Contabili of Florence and since 2014 a regular member of the National “Corporate Finance and Insurance” Committee of the Consiglio Nazionale Dottori Commercialisti ed Esperti Contabili. She taught as professorship of Marketing and Business Strategy at the University of Florence and of Company Valuation at the University of Naples “Parthenope”.
She has been a regular member of Poste Italiane’s Board of Statutory Auditors since May 2016.
Maurizio Bastoni, born in Rome in 1966, has a degree in Economics from La Sapienza University in Rome.
He is an accountant and statutory auditor, and also performs the task of receiver at the Courts of Rome and Civitavecchia.
He has been the owner of an accountancy and tax firm since 1994, and has held positions of chairman of the Board of Statutory Auditors and auditor at various companies.
Maurizio Bastoni has been an auditor of the Company since September 2015.