Statutory Audit committee

The Statutory Audit Committee consists of three standing members and three alternate members, appointed by shareholders at the Annual General Meeting held on 28 October 2023, and in office for the three financial years ending 30 June 2026.

Mario Matteo Busso: chartered account and registered in the register of statutory auditors. Specific experience in the auditing of banks, insurance companies, financial companies, and listed companies.
Elena Pagnoni: lawyer with experience in providing advice and assistance to financial institutions and investment funds, both Italian and international.
Ambrogio Virgilio: chartered accountant and registered in the register of statutory auditors. Specific experience in the auditing of banks, insurance companies and fund managers.

We have set specific requirements for Statutory Auditors. Under the terms of our Articles of Association, a person may not be a member of the Statutory Audit Committee if they:

• Hold positions in governing bodies other than those with responsibility for control of other Mediobanca Group Legal Entities or in companies in which Mediobanca holds, including indirectly, an investment considered to be strategic;
• Hold the position of Director, manager or office in companies or entities, or who otherwise work with the management of companies, directly or indirectly (including through subsidiaries) in the same sectors as Mediobanca.

The Statutory Audit Committee is appointed by shareholders in Annual General Meeting using the list voting mechanism. The quorum required for minority shareholders to submit lists of candidates for the appointment of one or more standing members is that they must hold at least 1% of the company’s share capital.

We have taken steps to ensure a proper balance of male and female genders within the Statutory Audit Committee, and at present women represent one-third of the committee.

The Statutory Audit Committee is vested with the powers provided for in the regulations in force, and reports to the Bank of Italy on any irregularities in operations noted or regulatory breaches recorded in the course of its duties.

In particular it is responsible for carrying out monitoring in the following areas:

• Compliance with the legal, regulatory and statutory regulations in force and with the principles of sound management;
• Adequacy of the organizational model and administrative/accounting system put in place by the company and of its financial reporting process;
• Thoroughness, adequacy, functioning and reliability of its internal controls system and Risk Appetite Framework (RAF);
• The process for the auditing of the company’s annual and consolidated accounts;
• The independence of the external audit firm, in particular with respect to the provision of non-audit services;
• Thoroughness, adequacy, functioning and reliability of the company’s Business Continuity Plan.

The Statutory Audit Committee participates in meetings of the Board of Directors and those of the Board Committees for which the Regulations on the functioning of the Board of Directors and Board Committees requires its participation. It is therefore kept informed on an ongoing basis of the activities regarding the most important transactions performed by Mediobanca or the Group Legal Entities, in earnings, financials and capital terms, on accounts with related parties, and of transactions in which the Directors have a proprietary or minority interest.

The composition of the Statutory Audit Committee currently in office is aligned with the recommendations made in the Report on the qualitative and quantitative composition of the Statutory Audit Committee.