Risk and Control Committee
The Committee assists the Board in establishing the guidelines of the internal control and risk management system, verifying its adequacy and effectiveness, and identifying and managing the main risks faced by the company and to other specific matters related to them (e.g.: the adoption and review of the Group policies according to Solvency 2 rules, the assessing proposals for the appointment of the auditing firm and, together with the Innovation, Social and Environmental Sustainability Committee, the managing of cybersecurity risks).
The Risk and Control Committee assists the Board with tasks allocated to it by the Italian Corporate Governance Code and insurance supervisory regulations.
Ensures also that the Board’s evaluations and decisions relating to the approval of the financial statements and half-year reports and relations between the Company and the external auditors are supported by adequate preliminary activity.
Composition
The Risk and Control Committee is made up of non-executive members, most of whom are independent, among them also the chair. Permanent participants at the meetings are: the manager in charge of the Internal Control and Risk Management System, the manager preparing corporate accounting records and the heads of the key functions.
Luisa Torchia
CHAIR
Non-executive independent director
Marina Brogi
MEMBER OF THE COMMITTEE
Non-executive independent director
Umberto Malesci
MEMBER OF THE COMMITTEE
Non-executive independent director
Giuseppe Catalano (Secretary)
Stable participants
Philippe Donnet
Group Chief Executive Officer and manager in charge of the Internal Control and Risk Management System
Cristiano Borean
Group Chief Financial Officer and manager preparing corporate accounting records
Nora Gürtler
Group Chief Audit Officer
Maurizio Basso
Group Chief Compliance Officer
Carlo Ferraresi
Group Chief Risk Officer
Anna Pieri
Group Head of Actuarial Function
Michele Valeriani
Group Chief Anti Financial Crime Officer
2024 RCC diary - Main opinions and valuations
Solvency II
- Opinions on the regular Group and Parent Company policy review.
- Report on the Group and Parent Company technical reserves pursuant to Solvency II.
- Periodic report on the Group Asset Management companies.
- Periodic report on economic solvency at local and Group level.
- Opinion on the Group and the Parent Company RSR and SFCR.
- Opinion on the Group and the Parent Company 2023 ORSA Report.
- Review of the RAF.
- Report on the integrated governance of the reserving process pursuant to Solvency II and IFRS 17.
Internal controls, risk management
- Periodic update on the activities of the Key Functions, opinion on their 2024 activity plan and expenditure budgets.
- Results of the annual taxonomy update at Group level.
- Examination of results of 2023 Risk Assessment on operating and compliance risks.
- Opinion on the succession plans and the proposal for the remuneration of the heads of the Key Functions.
- Induction on anti-money laundering and international sanctions and on the EIOPA framework regarding greenwashing practices.
- Examination of the RCC budget for 2024.
- Periodic report of the head of the Internal Audit function on complaints management.
- Periodic assessment of the fitness for purpose and efficacy of the ICRMS.
- Periodic assessment of the fitness for purpose of the administrative and accounting system with reference to risk management.
- Periodic monitoring of SAA limits.
- Periodic evaluation of the fitness for purpose of the system of delegated powers.
- Report on Integrated Data Quality for the MPFR and the NFD.
- Opinion on the MPFR’s activity plan and 2024 expenditure budget.
- Examination of the reports of the heads of the Key Functions on remuneration policies (s. 58 IVASS Regulation no. 38 of 3 July 2018).
- Report on the independent review and check on the methods used to measure assets and liabilities other than the Group’s and Parent Company’s technical reserves.
- Periodic report on liquidity metrics and monitoring of limits.
- Report on the cooperative compliance system, Tax Control Framework activities and the three-year monitoring plan.
- Confirmation of the Group and Parent Company Fit & Proper Policy.
- Report on the governance model for key risks.
- Report on the letter of variation of the timing and fees of audit engagements conferred on the External Auditors.
- Periodic report on the budget of the Group’s Key Functions’ employees.
- Report on the new organisational structure of the Group.
- Periodic report on ICT security issues.
- Periodic report on RAF capital metrics.
- Examination of the underwriting and reinsurance reports at Group and Parent Company level.
- Examination of the Group and Parent Company quarterly audit report.
- Periodic report on private equity investments.
- Update on pending litigation in Group companies.
- Review of the annual report on intra-group transactions.
- Report on the delegated powers of some Heads of Key Functions.
- Examination of the amendments to the Group’s Code of Conduct.
- Examination of the implementation of the provisions contained in IVASS Regulation no. 55 of 11 April 2024.
- Report on the Parent Company’s operational resilience strategy prepared pursuant to the Digital Operational Resilience Act (“DORA”).
- Examination of the governance guidelines of a strategic subsidiary.
- Opinion on the updates to the Policy on information flows to the governing bodies.
- Report on the Group’s Integrated Data Quality System and the activities within the remit of the MPFR.
- Examination of the results of the EIOPA 2024 stress test.
- Periodic update from the MPFR.
- Periodic assessment of the fitness for purpose of the Group organisational structure.
- Report on updates to the Internal Model.
- Review of the Liquidity Risk Management Plan, the Recovery Plan and the Systemic Risk Management Plan.
- Examination of the proposed appointment of the Substitute Group Chief Anti-Financial Crime Officer pursuant to IVASS Regulation no. 44 of 12 February 2019, as amended pursuant to IVASS Order no. 144 of 4 June 2024.
- Update on sustainability risk management.
- Report from the head of the Anti-Financial Crime function.
- Annual report on the state of security, crisis management model and significant outsourcing contracts.
Financial and accounting documents, investments
- Opinion on impairment testing procedures, pursuant to joint Bank of Italy/ CONSOB/ISVAP document no. 4 of 3 March 2010.
- Examination of report on reinsurance distribution.
- Examination of actuarial reports on the Parent Company’s technical reserves.
- Periodic examination of reporting on investments.
- Report on the results of goodwill impairment testing.
- Assessment of correct use of reporting standards and their consistency among the Group companies for the purpose of the consolidated financial statements, and assessment of correct use of reporting standards for the Parent company’s financial statements.
- Information on the reports of the External Auditors (s. 14 Lgs.Decree no. 39 of 27 January 2010, s. 10 Regulation (EU) no. 537/2014, s. 102 Lgs.Decree no. 209 of 7 September 2005, s. 11 Regulation (EU) no. 537/2014).
- Actuarial analysis on reserving.
- Report on the correct use of reporting standards for the Half-Year Report.