RSM assists client companies, and therefore their corporate bodies, high management and operational duties, in implementing an effective and efficient corporate governance model. By adopting the best global practices (Co.SO Report, ISA, etc.), it provides assistance in identifying and evaluating company risks, understood as any future events able to either positively or negatively affect reaching the company’s objectives, in designing processing and control models.
For this purpose, RSM provides its best experts across several fields, such as change management organisation, control models, systems and technologies, business intelligence, ICT security, risk management, compliance, auditing and accounting.
Company administrative liability
Legislative Decree No. 231 dated 8 June 2001 has introduced company administrative liability due to the lack of adoption of a series of preventative measures that impede the employees themselves from committing crimes in the interest of the companies. The company’s administrative liability arises when the crimes are committed by subjects occupying so-called senior management positions.
The Decree provides that the company creates an effective organisational, management and control model able to anticipate the perpetration of the crimes covered by it. The existence of such a model exonerates the company from any potential liability and avoids the application of pecuniary and criminal proceeding sanctions.
Using specialist teams, RSM supports companies in reviewing corporate processes with a comprehensive approach in comparison with the set of internal company standards; the aim is to ensure full compliance with the law through assisting in identifying and evaluating the risks of crimes being perpetuated and by implementing an effective organisational, management and control model. It also assists supervisory boards and the internal auditing duties to perform control tests, and for every other aspect correlating with the responsibility of companies and management.
Director responsible for preparing company accounting documents
Law 262/2005, in its Unified Finance Law (article 154-bis), has inserted the role of the manager responsible for preparing company and accounting documents (RM) and has provided that the assisting governing body and the RM of the companies issuing listed instruments devise a specific certification on the financial statement, and on the group’s consolidated financial statement. The certification must be drafted according to the model established by the Consob. This rule, which extends the provisions that govern administrator responsibility to the RM, obliges companies to ensure an effective control model (in practice defined as model 262).
RSM is able to assist companies in creating the GRC (Governance, Risk and Compliance) model. In order to reach this objective, all the corporate processes and IT systems are in fact affected.
Using its IT specialists, RSM is also able to help the company implement a specific dashboard for the RM which, by (i) identifying the owner control and processes, (ii) implementing a work flow of the activities feeding the financial statement, and (iii) documenting the controls performed and their corresponding outcomes, can offer a global vision (audit trail) and a history of the activities that have allowed the RM and the assisting governing body to certify the validity of the financial statement.
RSM can also approve the adopted 262 model, to offer support that could end up being useful in the event of fraud or liability actions with intervention from the authorities and the courts.