14MB - Pirelli

The internal control officer also reported on his activity to the Committee: for information,
please see the section entitled “Officer responsible for the preparation of the company accounting
documents”.
Lastly, it is considered appropriate to provide an account of the development of the actions, legal
and otherwise, that involved two ex-heads of Company Security that were reported in the corporate
governance report for 2006 and 2007, and have been the subject of an investigation by the Committee
for Internal Control and Corporate Governance and the Board of Statutory Auditors.
In particular, the Committee has been informed that, on 18 July 2008, the Company was informed
that the investigations had been completed, and informed that an entry had been made
in the register of investigations pursuant to legislative decree 231/2001 and that it was considered
the victim of the offence of misappropriation with multiple aggravating circumstances.
Subsequently, on 19 January 2009, the Company was notified that a preliminary hearing date
had been set, and an indictment issued for violation of Legislative Decree 231/2001. The preliminary
hearing was set for 30 March 2009.
At the date of approval of this Report the decisions to be taken in relation to the proceedings
to improve the protection of the Company’s interests, were still being assessed, with the assistance
of the Company’s lawyers.
With the assistance of highly qualified experts in the field, the Company has also separately
examined the potential civil liabilities consequent on “intrusive activities” undertaken by exemployees
of the Company. After assessing the investigation made by the Committee, the Board
of Directors, while considering and repeating the total non-involvement of the Company in
the acts committed, which also damaged the Company itself - in coherence with the values of
fairness and correctness that inform its action, and the importance of its human resources that
Pirelli has always acknowledged, decided to offer an immediate financial contribution, the
amount of which to be determined based on a fair evaluation, also supported by the experts
mentioned above, to all the past or present employees of the Pirelli Group that were the object
of “intrusive activities”, as an act of solidarity.
It should be noted that the Company is proceeding with the civil actions started against the
security service suppliers involved in the investigations in order to be compensated for services
that were not contractually fulfilled or were even illegal.
The Committee for Internal Control and Corporate Governance and the Board of Directors,
taking into account the comments of the Board of Statutory Auditors, judged the internal control
system of the Company and of its underlying Group to be adequate 46 .
12. INTERNAL CONTROL SYSTEM
The internal control system of Pirelli & C. and the Group it heads is designed to ensure the provision
of correct information and adequate cover of all the activities of the Group, with special
reference to those areas that are considered to be potentially at risk.
It has developed as a process intended to achieve substantial and procedural fairness, transparency
and accountability by ensuring: that transactions and, more generally, business related
activities are efficient and can be known and verified, that financial information and accounting
and operational data are accurate, that applicable laws and regulations are complied with,
and that the assets of the business are safeguarded, not least with a view to prevent the perpetration
of fraud against the Company and the financial markets.
The cardinal rules of the internal control system of the Company are:
—— the separation of roles in the performance of the principal activities involved in each operating
process;
—— the traceability and constant visibility of decisions;
—— the management of decision-making processes according to objective criteria.
46 Cf. Paragraph headed “Internal control system and governance system” in the section entitled “Role of the Board of Directors”.
ANNUAL FINANCIAL REPORT 2008
107