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 28, 2019 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, 2021.
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, aged 50, ChairmanBorn in Rome in 1969, he graduated in Economics at the La Sapienza University in Rome.He has been member of the Order of Chartered Accountants and Auditors (ODCEC) since 1999.From 1996 to 2006 he has been head of the Tax Area at the Studio Tributario Societario; from 2006 to 2009 he has been Head of Budget Control and Analysis on behalf of the infrastructure and service investee companies of the Rome City Council Group for and from 2007 to 2011 he has been partner of the law firm “Studio Internazionale legale tributario”.
Since 2011 he has been partner in the legal and accountant firm RSM Studio Palea Lauri Gerla, specialized in corporate governance and international tax law.
He has been member of the board of statutory auditors of various firms with different roles.He is lecturer at the training school of the Rome Order of Chartered Accountants and Auditors (ODCEC) and member of some of the commissions of the Rome Order of Chartered Accountants and Auditors (ODCEC) as well as of the Executive Board of the Rome UGDCEC (Unione Giovani Dottori Commercialisti). Since May 2016 he is Chairman of the Board of Statutory Auditors of Poste Italiane S.p.A .
Born in Rome in 1958, she graduated in Economics at the La Sapienza University in Rome and she is member of the Order of Chartered Accountants and Auditors (ODCEC). Since 1982 she is chartered accountant specialized in corporate and tax law and in 1983 she founded the firm “Studio Commercialista Associato Adiutori”.
She is Business Law Professor at the Department of Law and economics of Production Activities, Faculty of Economics – La Sapienza University of Rome, focusing her studies and scientific output in the area of Companies Accounting and Financial Control. Over the past thirty years she has been carrying out tasks of control in both quoted and unquoted Italian limited companies. She is currently member of the Board of Statutory Auditors of various companies and Regular Statutory Auditor of a quoted company. Since May 2019 she is Statutory Auditor of Poste Italiane S.p.A.
Luigi Borrè - aged 54, Acting Statutory Auditor
Born in Novara in 1965, he is Associate Professor and lecturer at the Luigi Bocconi University of Milan and at the University of Novara - Department of Economics and Enterprise Studies. He is a member of the Order of Chartered Accountants and Auditors (ODCEC) of Milan and technical advisor on civil and criminal issues for the Court of Milan. After a 10-year collaboration with the Prof. Angelo Provasoli law firm of Milan, in 2000 he founded the “PRO&CO STUDIO ASSOCIATO”, a consultancy firm operating in business, financial and corporate management and giving assistance to companies of national and international relevance.
He has released many publications on economic matters and is member of the scientific committee of the quarterly review “Rivista dei Dottori Commercialisti”, Giuffrè Ed.
He has been member of the Principi Contabili Commission of the Consiglio Nazionale Dottori Commercialisti and of the Commission of the OIC (Organismo Italiano di Contabilità) reguarding the updating of national accounting standards. He is Executive Officer and Senior Statutory Auditor in national companies and agencies. Since May 2019 he is Acting Statutory Auditor of Poste Italiane S.p.A.