Consolidated Financial Statements of the F.I.L.A. Group
Separate Financial Statements of F.I.L.A. S.p.A.
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Final Considerations
These explanatory notes, as is the case for the entire financial statements of which they are an integral
part, provide a true and fair view of the statement of financial position of F.I.L.A. S.p.A. and the
result for the year.
The present financial statements comprise the Statement of Financial Position, the Statement of
Comprehensive Income, the Statement of Cash Flows, the Statement of changes in Equity and the
Explanatory Notes, and reflect the underlying accounting records.
Consolidated Financial Statements of the F.I.L.A. Group
Separate Financial Statements of F.I.L.A. S.p.A.
232
Declaration of the Executive Responsible and Corporate Boards
Consolidated Financial Statements of the F.I.L.A. Group
Separate Financial Statements of F.I.L.A. S.p.A.
233
Board of Statutory Auditors’ Report on the Financial Statements at December
31, 2016 prepared as per Article 2429 of the Civil Code.
Report of the Board of Statutory Auditors of
F.I.L.A. – FABBRICA ITALIANA LAPIS ED AFFINI S.P.A.
to the Shareholders’ Meeting
called for the approval of the 2016 Annual Accounts
Dear Shareholders,
This Report was prepared by the Board of Statutory Auditors appointed for a three-year mandate by
the Shareholders’ Meeting of July 22, 2015, comprising Claudia Mezzabotta, Chairperson, Stefano
Amoroso and Rosalba Casiraghi, Statutory Auditors, while confirming that the activities carried out
by the previous Board of Statutory Auditors have been based on the underlying accounting records.
The Board of Statutory Auditors will remain in office until the approval of the 2017 Annual Accounts.
1.
Independence of the members of the Board of Statutory Auditors and activities carried out
The Board verified the absence of grounds for loss of office, in accordance with Article 148 of the
CFA, with regard to its members, in addition to their independence as per point 10.C.2 of the current
Self-Governance Code for listed companies (hereafter the “Self-Governance Code”), which the
Company adopted with Board of Directors’ motion of March 15, 2016.
The Board of Statutory Auditors, in accordance with Article 153 of Legislative Decree No. 58/1998
(hereafter the “CFA”) and Article 2429, paragraph 2 of the Civil Code, is called to report to the
Shareholders’ Meeting on the supervisory activities carried out and on any omissions or citable events
arising. The Board of Statutory Auditors may also make observations and proposals upon the financial
statements, with regard to their approval and on any matters within their remit.
During the year ended December 31, 2016, the Board performed the supervisory activities required by
law, in accordance with the Conduct principles for Boards of Statutory Auditors endorsed by the
Italian Accounting Profession (Consiglio Nazionale dei Dottori Commercialisti e degli Esperti
Contabili).
On the activities undertaken during the year, as per Consob’s indications of Communication of April
6, 2001, as amended and supplemented by Communication DEM/3021582 of April 4, 2003, and
subsequently by Communication DEM/6031329 of April 7, 2006, the Board:
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Separate Financial Statements of F.I.L.A. S.p.A.
234
(a)
oversaw compliance with law and the By-Laws;
(b)
obtained from the Directors the required information on activities carried out and upon the
operations of greatest economic, financial and equity significance in the year of F.I.L.A.
FABBRICA ITALIANA LAPIS ED AFFINI S.p.A. (hereafter F.I.L.A. S.p.A.) and its subsidiaries; this
disclosure was exhaustively provided in the Directors’ Report, to which reference should be
made. On the basis of the information made available to the Board, we reasonably consider
that these operations comply with law and the By-Laws and were not manifestly imprudent,
hazardous or against the motions undertaken by the Shareholders’ Meeting or such as to
compromise the integrity of the company’s assets;
(c)
did not note any atypical or unusual operations with Group companies, third parties or with
other related parties. The Board of Statutory Auditors had not received at the date of the
present report any communication from the control boards of the subsidiaries, associates or
investees, or from the independent audit firm containing issues which require disclosure in
this report. The Board of Directors in the Annual Report provided exhaustive disclosure upon
the operations executed with subsidiaries and with other related parties, outlining the
economic effects, in addition to the method for the calculation of consideration, highlighting
that they were undertaken within the course of normal operations and were generally
governed at market conditions - i.e. the same conditions that would be applied between
unrelated parties for transactions of a similar nature.
With regard to the activities of the current Board of Statutory Auditors, we met on 9 occasions
with almost full attendance, as highlighted in greater detail in the table included in the relevant
section of the 2016 Corporate Governance Report. The Board of Statutory Auditors attended the
meetings of the Board of Directors and ensured the presence of at least one member at all Control
and Risks Committee, Remuneration Committee and Related Parties Committee meetings in the
period.
In the same period, the Board of Statutory Auditors also supervised the adequacy of the
organisational, administrative and accounting structure of the Company, to the extent of its remit
and did not encounter in this regard substantial irregularities requiring disclosure in this Report.
The oversight activities of the Board particularly focused on these issues, in view also of the
acquisition of the Daler-Rowney-Lukas on February 3, 2016, of the Canson Group (France) on
October 5, 2016 and of the company St. Cuthberts Holding Limited on September 14, 2016. The
Board of Statutory Auditors indicates that the company in 2016 significantly improved the
functioning of its corporate boards, which are now more in line with best practice for listed
companies. We recall that the listing took place in 2015 and in the subsequent months extensive
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235
and at times complex fine-tuning activities were undertaken to optimise the functioning of the
Boards. The Board of Statutory Auditors consistently supervised and will continue to closely
supervise the proper functioning of the corporate governance boards.
2.
Relations with the Independent Audit Firm, in accordance with Legislative Decree 39/2010
and observations on its independence
With regard to the audit of accounts, such was awarded to the independent audit firm KPMG
S.p.A. (hereafter the “Independent Audit Firm”).
The Board of Statutory Auditors supervised the efficacy of the audit, examining in specific
meetings with the Independent Audit Firm the audit plan and discussing the activities carried out.
The above-stated Audit Firm communicated the fees invoiced to F.I.L.A. S.p.A. for the audit of
the 2016 Consolidated Annual Accounts, in addition to the limited audit of the half-year financial
statements and the control activities on the proper maintenance of accounting records. The 2016
fees for the services provided to the F.I.L.A. Group by the Independent Audit Firm and entities
belonging to its network (including non-audit services) are reported, with a breakdown of the
various appointments in the paragraph “Disclosure as per Article 149- duodecies of the Consob
Issuers’ Regulation” in the Explanatory Notes to the Consolidated Financial Statements of the
F.I.L.A. Group for 2016, in compliance with the above-stated Article 149- duodecies of the
Issuers’ Regulation.
The Independent Audit Firm also communicated to the Board of Statutory Auditors that, taking
account of the regulatory and professional requirements for audit activities, on the basis of the
best information available, it has maintained in the period considered by this Report, its
independence and objectivity towards F.I.L.A. S.p.A. and that no changes occurred in terms of the
absence of any causes of incompatibility, particularly with regards to the situations and parties
considered by Article 17, Legislative Decree No. 39/2010 and by the Articles of Heading I-bis
(“Incompatibility”) of Section VI (“Audit”) of the Issuers’ Regulation. The verifications carried
out by the Board of Statutory Auditors were also executed in accordance with Regulation EC
537/2014 of the European Parliament and Council of April 16, 2014 and in particular Article 5 of
this Regulation. In drawing up our opinion, the Board of Statutory Auditors also took account of
that reported in this regard in the “Position Paper” on the “Interpretative questions on the
application of Regulation (EC) No. 537/2014 and of Legislative Decree No. 39 of January 27,
2010, as amended by Legislative Decree No. 135 of July 17, 2016 in enactment of Directive
2014/56/EC”, published by Assirevi on January 23, 2017.
Following the specific meeting with the Independent Audit Firm KPMG S.p.A., the Board of
Statutory Auditors noted that the Auditor’s Report upon the 2016 financial statements, dated
March 29, 2017, did not highlight any critical aspects.
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236
The Board of Statutory Auditors in addition examined the Report on Fundamental Questions
arising on the audit of accounts and in particular significant deficiencies raised in terms of the
internal control system on the financial disclosure process prepared by the Independent Audit
Firm KPMG S.p.A. in implementation of Article 19 of Legislative Decree 39/2010. The report
does not indicate any significant deficiencies.
3.
Financial disclosure process and the internal control system
The current Board of Statutory Auditors, as indicated above, supervised the adequacy of the
administrative and accounting system, in addition to its reliability to correctly represent the operating
events, obtaining information from the administrative department managers and exchanging
information with the Control and Risks Committee, the Internal Audit department and the
Independent Audit Firm.
The Board of Statutory Auditors supervise, also through periodic meetings with the Executive Officer
responsible for financial reporting, the organisation and company procedures for the drawing up of the
statutory financial statements, the consolidated financial statements and the periodic financial reports,
in addition to other financial communications, assessing their adequacy and effective adoption.
The Board of Statutory Auditors also noted the declaration issued by the Executive Officer for
financial reporting in accordance with Article 36, paragraph 1, letter c) point ii) of the Markets’
Regulation, on the adequacy and appropriateness of the powers and financial means assigned to the
Board of Directors for the execution of office.
The Board of Statutory Auditors considers the administrative and accounting systems substantially
adequate and reliable in view of the size and complexity of the Company and of the Group, and in this
regard, indicates that the work for the adoption of a Group ERP system has begun, overseen by the
Executive Director Mr. Luca Pelosin.
As not having any responsibility for the audit of the accounts, the Board of Statutory Auditors
supervised the general lay-out of the statutory financial statements and the consolidated financial
statements and their compliance with the rules governing their formation and structure. The Board of
Statutory Auditors also verified their consistency with the events and information noted during the
execution of their duties. In this regard, the Board of Statutory Auditors does not highlight any
particular observations.
The Board of Statutory Auditors supervised, within the extent of its remit, the adequacy of the internal
control system: a) obtaining information from the managers of the respective company departments,
so as to verify the existence, adequacy and proper implementation of the procedures; b) attended the
meetings of the Control and Risks Committee and of the other Board-established Committees; c) met
periodically with the Internal Audit manager; d) exchanged information on an ongoing basis with the
Independent Audit Firm.
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Separate Financial Statements of F.I.L.A. S.p.A.
237
The Board of Statutory Auditors also met with the Supervisory Board set up in accordance with
Legislative Decree 231/2001 and subsequent amendments, obtaining adequate disclosure on the
activities carried out by them.
The Board of Statutory Auditors, on the basis of the control activities put in place and the
improvement actions being implemented, considers that the internal control system should be
considered in overall terms adequate to the size and complexity of the operations undertaken by the
Company and by the Group. The Board of Statutory Auditors, considering the overseas acquisitions in
the period covered by this report and the consequent further expansion of the Group internationally,
also in non-EU countries, highlights the need for a greater commitment by company management to
further strengthen the control functions and in particular the internal audit function.
4.
Additional activities of the Board of Statutory Auditors and Consob required disclosure
In accordance with that required by Consob, the Board of Statutory Auditors reports the following:
a)
the current Board of Statutory Auditors did not receive any petitions as per Article 2408 of
the Civil Code, nor notices from third parties;
b)
the Company, during the year, did not receive disclosure requests from Consob, in
accordance with Article 115 of the CFA, nor disclosure requests (to the market) from Consob
in accordance with Article 114 of the CFA;
c)
the current Board of Statutory Auditors, during the year, did not receive any disclosure
requests from Consob, neither as per Article 115 of the CFA, nor as per Article 114 of the
CFA;
d)
during the year, the Board of Statutory Auditors issued opinions as per Article 2389,
paragraph 3 of the Civil Code, concerning the remuneration of directors with specific offices;
e)
the Board of Statutory Auditors examined the instructions imparted by the Company to the
subsidiaries, in accordance with Article 114, paragraph 2 of the CFA, considering such as
adequate;
f)
the Board of Statutory Auditors noted the preparation of the Remuneration Report as per
Article 123-ter, CFA, and 84-quater of the Issuers’ Regulation and did not raise any particular
issues in this regard;
g)
with regard to the meetings of the Board of Directors, the Board of Statutory Auditors notes
that these were carried out during the reference period of the present Report in compliance
with the statutory, legislative and regulatory rules governing their functioning. During these
meetings, the directors provided, in accordance with the corporate governance rules of the
Company, information on the general operating performance and on the outlook.
5.
Final considerations
Consolidated Financial Statements of the F.I.L.A. Group
Separate Financial Statements of F.I.L.A. S.p.A.
238
During the course of the supervisory activities described above, no citable events, omissions or
irregularities which require disclosure in this report were noted.
On the basis of that reported above, the Board of Statutory Auditors does not raise, within the extent
of its remit, any reason to oppose the approval of the 2016 Annual Accounts drawn up by the Board
of Directors, nor raises any objections with regard to the proposal for the allocation of the net profit.
Milan, March 29, 2017
Claudia Mezzabotta, Chairperson
Stefano Amoroso
Rosalba Casiraghi
(Signed on the original)
Consolidated Financial Statements of the F.I.L.A. Group
Separate Financial Statements of F.I.L.A. S.p.A.
239
Auditors’ Report pursuant to Article 14 of Legislative Decree No. 39 of January
27, 2010
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