The Board of Statutory Auditors oversees compliance with laws, regulations and by-laws, with principles of good management and, especially, the adequacy of the administrative, organizational and accounting structure adopted by the Company as well as its actual operations and the adequacy and efficiency of the risk management and control system.
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 27, 2022 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, 2024.
The Board is composed of three acting Statutory Auditors and three alternate Statutory Auditors who are appointed by the Shareholders' Meeting for three years and who may be re-elected at the end of their term.
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.
Legal requirements
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, Chairman
Born 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.
Gianluigi Fiorendi
Born in 1949, he graduated in business administration from the "Luigi Bocconi" University, registered as a chartered accountant in Milan and in the register of statutory auditors. Since 1979, when he founded the Studio Fiorendi in Milan, he has worked as a chartered accountant and statutory auditor on tax and corporate governance, for companies operating in diverse economic sectors.
From 1990 to 1992 he was Chairman of the Board of Statutory Auditors of the listed company Beni Stabili spa. From 2012 to 2016 he was Director of Molmed Spa and Statutory Auditor of Mid Industry Capital Spa, both listed on the Italian Stock Exchange. From 1994 to 1996 he was Director of Banca di Bergamo Spa. From 2003 to 2006 Chairman of Banca PMI of Bergamo. From 2013 to 2017 he was Chairman of the Board of Statutory Auditors of Banca Widiba Spa. From 2015 to 2018 he was Chairman of the Board of Auditors of the Vita-Salute San Raffaele University of Milan. From 2011 to 2017 he was Chairman of the Board of Statutory Auditors of MM Financière Spa. From 2018 to 2021 he was Chairman of the Board of Statutory Auditors and Chairman of the Supervisory Body of Nexi spa (later Depobank spa).
He is currently Chairman of the Board of Statutory Auditors of S.a.c.b.o. Spa Milan Bergamo International Airport and, among other offices held, he has been Chairman of the Board of Statutory Auditors of Brf Property Spa, Statutory Auditor of Iniziative Immobiliari Spa, Omni Re Spa and Director of Infi Monti Spa.
He is standing statutory auditor of Poste Italiane since May 2022.
Serena Gatteschi
Born in 1972, she graduated in Economics from "La Sapienza" University of Rome. She is registered as a Chartered Accountant in Arezzo and Statutory Auditor. She began her career in one of the “big four” auditing firms and then became the head of financial statements of a listed company in Italy. Subsequently, and to date, she has practiced at the Gatteschi Law Firm, specializing in commercial law and company crises, also collaborating with an important auditing firm.
From 2018 to 2021 she was an independent Director of Credito Valtellinese (Creval Spa), a company listed on the Mercato Telematico Azionario of the Italian Stock Exchange, also covering the role of member of the Committee for transactions with related parties. Since May 2021 she has been a member of the Supervisory Body pursuant to Legislative Decree No. 231/01 of Poste Assicura Spa. Since December 2021 she has held the same position in AdMoving Spa, EsseDiEsse, a service company Spa and Giove Clear Srl, all of which are part of the Autostrade per l'Italia group. She is currently Statutory Auditor of 1AR Spa, Bertolotti Spa, Aboca Spa and Ki Point Spa and Alternate Auditor of various other companies, including ITA Spa, Sisal Spa and Nexi Spa.
She has been standing statutory auditor of Poste Italiane since May 2022.