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CORPORATE RESPONSIBILITY REPORT 2011
As regards Mediaset España’s management bodies, the
Board of Directors is responsible for identifying the
group’s main risks and for implementation and follow-up
of adequate information and internal control systems.The
Board is thus responsible for taking appropriate measures
to reasonably guarantee the implementation,maintenance
and supervision of an adequate internal control system,
and for improving the system.
One of the basis responsibilities of the Audit and
Compliance Committee is to examine, verify and
supervise the adequacy and integrity of the financial
information preparation system, internal control system
and risk management system.
InternalAudit Management is the internal body responsible
for promoting and suppor ting risk management; it
provides the Board with assurance of the supervision of
the internal control system and evaluates, controls and
follows up on business risks identified and managed by
each group company.
Internal Audit Management prepares the Annual Audit
Plan based on the evaluation of risks and on suggestions
received from the Audit and Compliance Committee and
from Corporate Management. This plan is presented to
the CEOs for discussion and approval and, subsequently,
to the Audit Committee for explanation and approval.
The Audit and Compliance Committee held five meetings
in 2011. Mediaset España’s Internal Audit Management
also attended three meetings of Gruppo Mediaset’s
Comitato per il Controllo Interno, where it presented the
Annual Audit Plan 2011 together with a description of its
activities and objectives fulfilled.
During 2011 Audit Management devoted 38% of its time
to operational audits, 15% to compliance audits, 22% to
consultancy work and 25% to risk evaluation and review.
In the secondhalf of 2011,2011,InternalAuditManagement
and a team of specialists from the audit firm reviewed the
control environment and information system security for
financial processes and related support applications.
In view of the new market information requirements and
the action framework published by the CNMV in July 2010
in connection with the “Financial Information Internal
Control System” (FIICS), during 2011, with the assistance
of a reputable firm, Mediaset España under took a project
to diagnose its alignment with the new regulations; the
focus was specifically placed on fulfilment of the 30
recommendations and 16 benchmark indicators. On the
basis of this study, the FIICS will be designed and built,
a road map having been prepared including a shor t-
and medium-term action plan for Mediaset España to
implement the applicable recommended practices.
Also in 2011, in view of the 2010 Criminal Code reform,
Internal Audit Management, assisted by a reputable firm,
under took a project to diagnose and define a Crime
Prevention and Prevention Model, evaluating Mediaset
España’s exposure to the risk of being declared directly
liable under criminal law for crimes committed by its legal
representatives, administrators and/or employees. The
aim of this project was to identify the crimes to which
Mediaset España is most exposed in the course of its
business activity, and to review and verify the existence
and robustness of controls necessary to mitigate risks
arising from improper practices.
In its meeting of 15 December 2011, the Board approved
the implementation of Mediaset España’s Code of
Ethics, which came into force on 1 January 2012 and is
mandatory for all the personnel and Board members
of Mediaset España, and for other individuals and legal
entities related to the company. This is doubtless a
step forward in responsible business management, as a
management instrument that provides greater assurance
when examining individual conduct within the action
framework defined and promoted by the organisation.
The Code of Ethics seeks to establish the principles
and values that must guide the activities of employees,
managers and Board members in all their professional
relations, governing all Mediaset España’s contractual,
commercial and business relationships with suppliers and
customers. The Code also applies to all individuals and
legal entities in any type of relationship with Mediaset
España in the course of their professional or business
activities, such as external auditors, consultants, advisers,
adver tisers, media companies, external producers, official
bodies, institutions, etc.