We respect transparency
as a core value
that serves
the common good
Control system
AMCO has adopted an internal control and risk management system designed to constantly monitor the main risks associated with its operations, in order to ensure sound, proper and prudent management.
In line with reference best practices, the internal control system to guard against risks has three levels:
- First-level controls: aimed at ensuring the proper conduct of operations, they are carried out by the operating structures themselves (business areas and corporate structures that own the various processes and activities);
- Second-level controls (Risk Management; Compliance and Anti-Money Laundering Functions): aimed at ensuring the proper implementation of the risk management process and the compliance of business activities with internal and external regulations;
- Third-level controls (Internal Audit Function): are aimed at periodically assessing the completeness, functionality, adequacy and reliability of the Internal Control System, and identifying any areas of improvement.
Role of business functions
Risk Management
The Chief Risk Officer oversees control activities as the risk management Function by identifying the risks to which the company is exposed and ensuring their constant monitoring in terms of both periodic monitoring and governance, planning any mitigation actions for relevant risks. AMCO defines the risk governance and management structure in its Risk Policy, while the Risk Framework defines the type and level of risks the company is willing to accept to achieve its strategic objectives.
Compliance
The Compliance Department is responsible for managing the risk of noncompliance, which is the “risk of incurring judicial or administrative sanctions, significant financial losses, or reputational damage as a result of violations of mandatory (laws, regulations) or self-regulatory rules (e.g., articles of associations, codes of conduct, self-regulatory codes).”
The Head of the Compliance Department also holds the role of Data Protection Officer (“DPO”) under the General Data Protection Regulation 679/2016.
Anti-Money Laundering
The Anti-Money Laundering Department defines and oversees operational processes for preventing and combating money laundering of illicit origin and the financing of terrorism. Among its main responsibilities, as a second-level control function, the Department assesses risk profiles, oversees and monitors customer due diligence processes, and monitors relationships and transactions to prevent and report suspicious transactions to the Financial Intelligence Unit (“FIU”) established at the Bank of Italy, in the spirit of active collaboration required by the standard.
The Anti-Money Laundering Officer is also assigned the role of Suspicious Transaction Reporting Officer.
Internal Audit
The Internal Audit Department, with the role of internal audit function, ensures constant, independent and objective evaluation of the overall Internal Control System, pursuing the improvement of the organisation’s effectiveness and efficiency.
In particular, it periodically verifies, with a view to third-level controls, the regular performance of the company’s operations and the evolution of risks as well as assesses the completeness, adequacy, functionality and reliability of the organisational structure, the risk management process and other components of the Internal Control System, bringing to the attention of the Corporate Bodies the results of the activity carried out and possible improvements. The Head of the Internal Audit Department also serves as the Head of Corruption Prevention.
Manager in charge of financial reporting
The Board of Directors appoints, subject to the mandatory opinion of the Board of Statutory Auditors, for a period of not less than the term of office of the Board itself and not more than six fiscal years, the manager in charge of drawing up the corporate accounting documents referred to in Article 154-bis of Leg. Decree No. 58 of 24 February 1998. The Manager in charge must meet the honourability requirements provided for directors and must be chosen according to criteria of professionalism and competence.
At its meeting on 30 November 2022, the Board of Directors resolved to appoint Luca Lampugnani to the position of Manager in charge of financial reporting.
Supervisory body
In implementation of the provisions of Leg. Decree No. 231 of 8 June 2001 (governing the administrative liability of legal persons, companies and associations, including those without legal personality), AMCO’s Board of Directors appoints an autonomous, independent and competent Supervisory Body to control the risks related to the specific activity carried out by the Company itself, which is responsible, in particular, for supervising the operation and compliance with the Organisation, Management and Control Model adopted by the Company pursuant to the aforementioned Leg. Decree. “The Supervisory Body currently in office was appointed by the Board of Directors with a resolution dated 30 April 2021 and its term of office expires with the approval of the 2023 financial statements. It is composed of three members (two of whom are external and one internal) chosen from qualified individuals possessing the necessary requirements of autonomy, professionalism, independence, and honourability required by current provisions.
Audit firm
The statutory audit of AMCO S.p.A. is performed by a registered audit firm, appointed by the Company’s Shareholders’ Meeting upon the reasoned proposal of the Board of Statutory Auditors. The Audit Firm has the task of verifying that the company’s accounts are properly kept and that management events are correctly recorded in the accounting records, and that the Financial Statements and the Consolidated Financial Statements, if any, give a true and fair view of the financial position and results of operations for the year and comply with the regulations governing them. The appointment is for a term of nine fiscal years.
The Audit Firm of AMCO S.p.A. is currently Deloitte & Touche S.p.a. appointed in fiscal year 2019.
Court of auditors
AMCO S.p.A. as an investee of the Ministry of Economy and Finance is subject pursuant to Art. 12 of Law 259/1958 to the control of financial management by the Court of Auditors. In particular, the Presidency of the Court of Auditors has appointed as Delegates for the control of the financial management of the Company:
