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Governance and compliance 262/2005

The Italian regulatory system, like the international one, has progressively tightened the rules of corporate governance and the requirements for the compliance with such rules. The ever-changing business environment requires constant adjustments to the company's organisational structures and control models.

RSM addresses the issue of Corporate Governance    and  Compliance in a strategic and integrated perspective, in its many aspects and, among others, with regard to the system of internal controls pursuant to governance, safety at work, the environment, transparency and recycling, Regulations n. 231 and  L. 262  (with specific attention to the responsibilities of the Executive responsible for the drafting of documents Corporate Accountants) .

Risk management and control have entered the management agenda and legal debate: market risks, business risks, competition risks, financial, image and non-compliance risks are largely the success of companies.

Specifically, the risk of non-compliance is the risk of incurring judicial or administrative penalties, significant financial losses or reputational damage as a result of breaches of mandatory rules (law or regulations) or self-regulation. Risk and Compliance are in fact two concepts closely linked to each other. The effectiveness of compliance policies can be assessed through risk assessment.

Within the various risks, the dimension of compliance is perhaps the most relevant and certainly the broadest and must be addressed in two perspectives:  the perspective of value creation and the one linked to compliance with rules and rules.

RSM assists client companies and therefore their social bodies, (board of directors, trade union board or supervisory board, the delegated administrative bodies) the senior management and operational and control functions, in the development of an effective and efficient model of Corporate governance.

RSM can intervene both  in the design phase of a good corporate governance model, favoring an integrated approach, both to avoid unnecessary duplication, both to make effective the functions responsible, and to offer outsourcing services for those smaller companies for which the use of effective internal structures would be extremely expensive, and in the operational phases.  

Adopting best practices and international methodologies  (CoSO  ERM and related application principles, Internal Control over Financial Reporting,  ISA  Italia,  Cobit,  etc.), provides assistance in the definition of workplans, in the conduct of specialized checks, in training, even on the job, for the identification and assessment of business risks , understood as those future events that can influence both positive and negatively the achievement of the objectives of the company, in the design of processes, organization charts and  functionsgrams    and in general of the control model.

To this end, RSM provides its best experts in various fields, such as organization, auditing, anti-money laundering, privacy,  privacy anti-corruption,, risk management, business    intelligence, ICT   security, accounting,  quality,  job security, as well as experts in Italian regulatory a  companies that perform financial or banking and insurance services."

Executive in charge of the drafting of corporate accounting documents

Law 262/2005, has included in the Single Text of Finance (art. 154-bis) the figure of the Executive responsible for the drafting of accounting and corporate documents (DP) and provided that the administrative body and the DP of the listed instruments issuers prepare a specific statement on the operating budget, and on the consolidated group balance sheet. The claim must be made according to the model established by Consob. This rule, which extends to the DP the provisions governing the responsibility of directors, obliges companies to ensure an effective control model (de facto referred to as "Model 262”).

RSM through its Partners have closely followed the evolution of the legislation concerning the responsibilities of DP, also following aspects of forensic, for the development of the so-called "Model 262", both in terms of drawing/verification of administrative and accounting processes, and in the execution of tests of  controls.

RSM, through its IT specialists is also able to help the company in the development of a specific dashboard at the service of the DP, which, through

(i) the identification of process and control owners,

(ii) the development of a workflow of activities feeding the budget,

(iii) the documentation of the checks carried out and their outcomes, can offer a global and historical vision (audit trail), of the activities that allowed the DP and the delegated administrative body to attest to the correctness of the budget.

RSM may also carry out an operation to comply with the model 262 adopted, to offer support that could be useful in cases of fraud or liability actions with the intervention of the authorities and the judiciary.

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