Page 26 - MEDIASET ESPAÑA / 2013. Corporate Responsibility Report

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GOVERNANCE MODEL
The Mediaset Group is subject to the influence of various risks which are inherent
to its activity, its market and the players with which it does business. To mitigate
these risks and ensure that the Company achieves its strategic objectives, the Group’s
governing bodies have implemented mechanisms to identify, evaluate and mitigate
potential risks, and have established specific control procedures in this respect.These
risk management systems are mainly included in the Mediaset Group’s Integrated Risk
Management Policy.
RISK MANAGEMENT SYSTEM
The Risk Management System introduced in 2007, taking
as a reference the Enterprise Risk Management (ERM)
of the Committee of Sponsoring Organizations of the
Treadway Commission (COSO II), which have been
regularly updated since then, gives the company a set of
rules, procedures and an organisational structure focused
on the management of a healthy, properly run company in
line with pre-set objectives.
The purpose of the Risk Management System is the
identification, control and management of any significant
risk which might affect achievement the Company’s
objectives. It also makes it possible to assess the impact
in euro of each identified risk which might affect Group
companies, the likelihood of the risk occurring and the
degree of control existing over each risk.
The board of directors, as the highest governing body of
Mediaset España, has the task of identifying the main risks of
the group and implementing and carrying out supervision
of the information and internal control systems in place,
for the purpose of adopting the measures required to
reasonably ensure an effective internal control system and
the development of improvements to said system.
Mediaset España’s Audit and Compliance Committee
supports the Board of Directors and has the functions
of ascertaining, checking and supervising the suitability
and completeness of the process for the preparation
of financial information, internal control and of the risk
management systems, among other responsibilities.
Internal Audit Management, in turn, is responsible for
driving and supporting risk management and providing
the Board of Directors with assurance that the internal
control system is being properly supervised. Its duties
include evaluating, controlling and tracking the business
risks that are identified and managed for each Group
company. To this end, it draws up its Annual Audit
Plan based on the evaluation of existing risks and the
suggestions received from the Audit and Compliance
Committee and Corporate Management This plan is
presented to the managing directors for discussion and
approval and, subsequently, to the Audit Committee for
explanation and approval.
Finally, the Risk Committee, formed by the Group’s general
managers, is the body through which the executive risk
management functions are carried out in the Company’s
day-to-day operation.
Article IV E of the Code of Ethics provides that, based
on the relations between Mediaset España and its
shareholders, investors, analysts and the financial market
in general, the consistent and symmetrical communication
of information concerning its activity and business results
must be complete,true,transparent and responsible,always
expressing a true and fair view of the Company’s affairs.