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BOARD OF STATUTORY AUDITORS' REPORT ... - Savino Del Bene

BOARD OF STATUTORY AUDITORS' REPORT ... - Savino Del Bene

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To the Shareholders,<br />

<strong>BOARD</strong> <strong>OF</strong> <strong>STATUTORY</strong> AUDITORS’ <strong>REPORT</strong><br />

the financial statements for the year ended 31.12.2002, which the Board of Directors presents for your approval, and which<br />

were consigned to us within the terms prescribed by Italian legislation, comprise balance sheet, income statement and<br />

explanatory notes, together with the Board of Directors Report thereon and a supplementary schedule showing the statement<br />

of cash flows; movements in shareholders' net equity are disclosed within the explanatory notes.<br />

We would point out that during the course of our periodic controls we have monitored the Company's compliance with<br />

correct management methods , the adequacy of its internal control system and the reliability of its accounting system.<br />

The Board of Statutory Auditors met four times during the year in order to carry out quarterly reviews and for the<br />

preparation of the reports on the financial statements as of 31/12/01 and it also participated at six Board of Directors<br />

meetings during the year.<br />

In particular, the Board of Statutory Auditors has monitored the adequacy of the Company's accounting and<br />

administrative system and its capacity to correctly represent the Company’s operations, through discussions with management<br />

and staff, the examination of Company documents and the analysis of the results of the work carried out by the independent<br />

auditors. As far as we are concerned, the organisational structure of the Company may be considered adequate and its<br />

accounting system may be relied upon to correctly represent the Company’s operations.<br />

Our evaluation of the adequacy of internal controls, in terms of the system responsible for ensuring and verifying<br />

compliance with the Company’s internal procedures, both operative and administrative, adopted in order to guarantee an<br />

efficient management and to identify, prevent and control, as far as possible, the risks of a financial and operative nature<br />

and of fraud or damage to the Company, is positive.<br />

The Board of Statutory Auditors has also acquired knowledge of and has, within the limits of its responsibility, monitored<br />

compliance with the principles of correct management, through direct observation, the gathering of information and<br />

meetings with management and other supervisory staff, the second paragraph of Article No. 151 of Law No. 58/1998,<br />

and meetings with representatives of the independent audit firm Reconta Ernst & Young S.p.A. for the reciprocal<br />

exchange of information.<br />

Our controls also regarded the adequacy of the instructions given by the Company to its subsidiaries.<br />

The Board of Statutory Auditors has verified the legitimacy of management decisions and their conformity to general<br />

rational economic criteria, that is, their congruity and compatibility with the Company's resources.<br />

The Board of Directors has fulfilled its obligation to keep the Statutory Auditors informed of the Company's<br />

activities on a timely basis in accordance with the first paragraph of Article No. 150 of Law No. 58/1998<br />

through the information and data provided during the Board of Directors' Meetings, illustrating the overall<br />

activities carried out and the more significant economic and financial operations carried out . We have<br />

ensured that the operations resolved and carried out by the Company conform to current legislation and to the<br />

Company’s statute, that such operations were neither imprudent nor hazardous, nor in contrast with the<br />

resolutions passed by the shareholders’ meetings, nor that they involved any potential conflict of interest nor<br />

such as to compromise the Company’s equity.<br />

No complaints were received during the year in accordance with Art. No. 2408 of the Italian Civil Code.<br />

During the course of our work, no significant matters have come to our notice which would require to be brought to the<br />

attention of supervisory bodies nor which need to be disclosed in this report .<br />

The periodic controls and other checks to which we have submitted the company have not evidenced any<br />

abnormal or unusual operations carried out either with third parties, Group companies or other related parties.<br />

The Board of Directors, in their report on the financial statements, disclose and discuss the principal operations with<br />

related parties ; therefore reference should be made to their report for further information relative to the nature and economic<br />

effects of such operations. The information disclosed in the Directors' Reports and in the statutory and consolidated financial<br />

statements relative to infra-group and other related party transactions is adequate, in consideration of the Company's size and<br />

structure. Our examination on the nature of these transactions and the conditions at which they took place enables us to state


that these transactions were carried out in the interest of the <strong>Savino</strong> <strong>Del</strong> <strong>Bene</strong> Group at normal market conditions and within<br />

the range of the Group's normal business and financial operations.<br />

The Financial Statements may be summarised as follows :<br />

ASSETS<br />

B) Fixed assets 34,292,118<br />

C) Current assets 71,797,854<br />

D) Accrued income and prepaid expenses 226,486<br />

TOTAL ASSETS 106,316,458<br />

LIABILITIES AND SHAREHOLDERS' EQUITY<br />

A) Share capital and reserves 43,183,785<br />

B) Reserves for risks and charges 1,649,452<br />

C) Employee leaving indemnity 5,963,632<br />

D) Payables 53,098.687<br />

F) Accrued expenses and deferred income 108,586<br />

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 104,004,142<br />

NET INCOME FOR THE PERIOD 2,312,316<br />

TOTAL 106,316,458<br />

MEMORANDUM ACCOUNTS 20,818,304<br />

The Income Statement may be summarised as follows:<br />

A) Value of production 188,577,750<br />

B) Cost of production -183,387,051<br />

C) Financial income /expenses 7.136<br />

D) Adjustments to value of financial assets -148,784<br />

E) Extraordinary income/expenses 140,128<br />

Income taxes -2,876,863<br />

NET INCOME FOR THE YEAR 2,312,316<br />

The financial statements have been prepared in accordance with the requirements of Art. No. 2423 and<br />

thereafter of the Italian Civil Code and there have been no deviations from the established accounting principles pursuant<br />

to the fourth paragraph of Art. No. 2423 of the Italian Civil Code.<br />

The explanatory notes disclose the accounting principles adopted, with which we are in agreement and which<br />

conform to the requirements of Art. No. 2426 of the Italian Civil Code and are consistent with those adopted in previous<br />

years.<br />

We confirm that the starting up costs and goodwill have been capitalised and are being amortised on a straight-<br />

line basis over a period of five years with our agreement and that the information required by Art. No. 10 of Law No.<br />

72/1983, Art. No. 24 of Law No.413/1991 and the third paragraph of Art. No. 11 of Law No. 342/00 (revaluation of fixed<br />

assets included in the financial statements) is disclosed.<br />

The independent audit firm, Reconta Ernst & Young S.p.A. has issued its audit report in accordance with Article No. 156<br />

of Law No. 58/1998, in which it certifies that both the statutory financial statements and the consolidated financial<br />

statements as of 31st December 2002 have been prepared with clarity and give a true and fair view of the financial and<br />

equity situation and the economic result for the year of the Company and of the Group.<br />

During the year 2002 <strong>Savino</strong> <strong>Del</strong> <strong>Bene</strong> S.p.A. has not conferred upon Reconta Ernst & Young S.p.A. any appointments<br />

other than that for the independent audit of its financial statements, nor has it conferred any appointments upon<br />

companies and/or persons connected to this audit firm in a continuative basis.


The Board of Directors' Report, prepared in accordance with Art. No. 2428 of the Italian Civil Code, gives full<br />

information relative to the performance of the Company in the various sectors in which it operates, including operations<br />

carried out through its subsidiary companies, with regard to costs, revenues, and investments and also discloses<br />

significant post balance sheet events and the forecast for the coming year.<br />

On the basis of the results of our supervision and controls, and of the results of the Company's financial<br />

statements as of 31st December 2002 , we express our agreement with your approval of these financial statements and<br />

of the Board of Directors’ proposal for the allocation of the net income for the year, which appears to be compatible with<br />

both the result for the year and with the Company's financial situation.<br />

The Board of Statutory Auditors<br />

Dott. A. Viscomi -Chairman<br />

Dott. L. Porciani - Statutory Auditor<br />

Dott. R. Zaffina - Statutory Auditor

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