The Control, Risks and Sustainability Committee appointed by the Board of Directors on 24 April 2024 consists of three non-executive directors of which two independent, including the Chairman:

Members of the committee hold office until the expiry of their mandate as directors and, therefore, until approval of the financial statements for the year ending 31 December 2026.

The Control, Risks and Sustainability Committee has consultative and advisory functions vis-à-vis the Board of Directors, with the task of supporting, through adequate preliminary analysis, the assessments and decisions of the Board of Directors with regard to adequacy of the internal control and risk management system and definition of its guidelines, as well as those regarding approval of the periodic financial reports.

Within the terms of its competence, the Committee coordinates its activity with that of the following persons and bodies: the Board of Statutory Auditors; the external audit firm; the Head of Internal Audit; the Director in charge of the system of internal control and risk management; and the Manager in charge of financial reporting.

The Committee has been tasked with the following duties:

  • after consulting the Manager in charge of preparation of the corporate accounting documents, the independent auditors and the audit body, to assess that the accounting principles are used correctly and consistently in the preparation of the separate financial statements and the consolidated financial statements;
  • to assess that the periodic financial and non-financial information correctly represents the business model, the company’s strategies, the impact of its activities and its performance;
  • to examine the content of the periodic non-financial information of significance for the internal control and risk management system;
  • to express opinions on specific matters relating to identification of the main company risks and to support the assessments and decisions of the Board of Directors as regards management of risks arising from detrimental facts that have come to its knowledge;
  • to examine the periodic reports and those of particular significance drawn up by the Internal Audit function;
  • to monitor the independence, adequacy, effectiveness and efficiency of the Internal Audit function;
  • to report to the Board of Directors, at least at the time of approval of the annual report and the half-year financial report, on the activities performed and the adequacy of the internal control and risk management system;
  • to support the Board of Directors when examining and approving industrial plans with regard to analysis of issues of significance for the generation of long-term sustainable value.
In 2023 the Control, Risks & Sustainability Committee held 9 meetings coordinated by the Committee Chair and duly minuted, with the participation from time to time of the members of the Board of Statutory Auditors and the Head of the Internal Audit Function; it also met with the Deloitte Risk Advisory consultancy firm, the Ernst & Young auditing firm for the 2019-2027 nine-year engagement, and the heads of some Company functions. During 2023, the Control, Risks & Sustainability Committee:
  • approved the 2023 annual Internal Audit activities program for the Company and its subsidiaries drawn up by the Head of the Internal Audit Function and verified its implementation. The 2023 audit plan for the parent company and its subsidiaries envisages action covering five audit areas:
    • (i) Operational audit: analysis of corporate processes and assessment of their effectiveness (degree of attainment of objectives) and efficiency (costs, timing, resources used);
    • (ii) Compliance audit: application of operational guidelines by the Parent Company and Group companies;
    • (iii) Compliance audit 231: application of Lgs.Decree 231/2001 in support of the supervisory bodies of the Parent Company and the subsidiaries;
    • (iv) Financial audit: application of Law 262/05 in support of the Manager in charge of preparation of the corporate accounts;
    • (v) IT;
  • analysed the work performed by Internal Audit in 2023, agreeing with the recommendations made and proposing recommendations of its own. It examined the structure and activities of Internal Audit, also to provide support for the supervisory bodies of the Parent Company and the subsidiaries, risk management activities and the compliance activity of the operating processes. It acknowledged the operational provisions implemented by the Company during the year;
  • examined the preliminary analysis illustrated by corporate management and approved the impairment testing procedure for the separate financial statements as at and for the year ended 31 December 2022 adopted by the Company, noting that the final measurements and valuations relating to the eventual impairment of tangible and intangible assets and equity investments would be the subject of specific examination and approval by the Board of Directors;
  • examined risk reporting at 31 December 2022 and the annual report of the Financial Risks Committee without finding irregularities;
  • reviewed the 2022 annual report and the 2023 half-year report prepared by the Control, Risks & Sustainability Committee without finding irregularities;
  • analysed the Risk Assessment results and report presented by the Head of the Internal Audit Function. The scope of activity included both the Parent Company and the Italian subsidiaries;
  • took cognisance of the report prepared by the Head of Internal Audit on the self-assessment of the Internal Control and Risk Management System of the Mondadori Group;
  • analysed the findings of the independent auditors in the report on the key issues that emerged during the audit. No failings were observed in the internal control system in terms of financial disclosure, and there were no uncertainties worthy of note regarding business continuity;
  • took cognisance of the updates on activities relating to the sustainability plan and assessed the principles, methodologies and reporting procedures for the Non-Financial Disclosure Lgs.Decree 254/16;
  • held meetings with company managers to discuss matters relating to their specific areas of business;
  • analysed the Purchase Price Allocation process for the Edizioni Star Comics S.r.l. company;
  • analysed legal disputes as at 31 December 2022;
  • conducted a focus group on the impact of the international situation on the operations of the Mondadori Group;
  • took cognisance of the Maturity Assessment launched in the first half of 2023 in collaboration with Pricewaterhouse Coopers on Enterprise Risk Management in the Mondadori Group. The purpose of the assessment is to examine the level of maturity of the existing ERM Model and identify the main development areas for each principle of the CoSO ERM, as presented by the PwC team;
  • took cognisance of the new organisational structure of the Internal Control System;
  • took cognisance of the update to 2023/2024 Risk Management activities;
  • examined the updating of Whistleblowing regulations and the draft of the new Procedure;
  • analysed the updating work for the Quality Review of the Organisation, Management and Control Models ex D. Lgs. 231/2001.