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In accordance with legal obligations, the Board of Directors annually approves the report on corporate governance and ownership structure. As well as the information pursuant to Article 123-ter of Legislative Decree 58 of 24 February 1998, the report contains a general description of the corporate governance system adopted by the Group, featuring information on compliance with the principles and recommendations of the Code of Conduct for Listed Companies, including specific reasons why certain recommendations have not been applied. The report also contains a description of the features of the Group's internal control and risk management system, including in relation to the financial reporting process.

The report is available online at www.camparigroup.com, in the Corporate Governance section.

Organization, Management and Control Model pursuant to Legislative Decree 231 of 8 June 2001

From 1 January 2009, the Parent Company decided to adopt an Organization, Management and Control Model pursuant to Legislative Decree 231 of 8 June 2001 on the administrative responsibility of legal entities, for the purposes of ensuring ethical and transparent conduct as an appropriate way to reduce the risk of the offences specified in the legislative decree being committed. The Parent Company also established a supervisory body responsible for monitoring compliance with the Model and proposing any changes that might be necessary following amendments to the relevant legislation. The Board of Statutory Auditors are members of the Supervisory Board, pursuant to Law 183 of 12 November 2011. The Board of Directors, having deemed it appropriate and with the intent of streamlining of the control system have granted the Board of Statutory Auditors the functions of the Supervisory Board. For a more detailed description of the Model and the activities undertaken in 2015, please see the report on corporate governance and ownership structure published on www.camparigroup.com, in the Investors section.

Transactions with related parties

The procedures for transactions with related parties approved by the Parent Company’s Board of Directors on 11 November 2010, which came into force on 1 January 2011, can be viewed at www.camparigroup.com, in the Investors section. An overview of these procedures is provided in the report on corporate governance and ownership structure.

Risk management

Risks relating to international trade and operations in emerging markets

In line with its international growth strategy, the Group currently operates in numerous markets, and plans to expand in certain emerging countries, especially in Eastern Europe, Asia and Latin America.

Operating in emerging markets means that the Group is vulnerable to various risks inherent in international business, including exposure to an often unstable local political and economic environment, exchange rate fluctuations (and related hedging difficulties), export and import quotas, and limits or curbs on investment, advertising or limitations on the repatriation of dividends.

Risks relating to the Company’s dependence on licenses for the use of third-party brands and licenses granted to third parties for use of the Group's brands

At 31 December 2015, 9.5% of the Group’s consolidated net sales came from production and/or distribution under license of third-party products. Should, for any reason, these licensing agreements be terminated or not renewed, this could have a negative effect on the Group’s activities and operating results.

Risks relating to market competition

The Group is part of the alcoholic and non-alcoholic beverage segment, where there is a high level of competition and a large number of operators. The main competitors are large international groups involved in the current wave of mergers and acquisitions, which are operating aggressive strategies at global level. The Group’s competitive position vis-à-vis the most important global players, which often have greater financial resources and benefit from a more highly diversified portfolio of brands and geographic locations, means that its exposure to market competition risks is particularly significant.

Risks relating to the Company’s dependence on consumer preference and propensity to spend

An important success factor in the beverage industry is the ability to interpret consumer preferences and tastes, particularly those of young people, and to continually adapt sales strategies to anticipate market trends and strengthen and consolidate the product image. If the Group’s ability to understand and anticipate consumer tastes and expectations and to manage its own brands were to cease or decline significantly, this could considerably affect its activities and operating results. Moreover, the unfavorable economic situation in certain markets is dampening the confidence of consumers, making them less likely to buy drinks.

Risks relating to legislation in the beverage industry

Activities relating to the alcoholic and soft drinks industry, production, distribution, export, import, sales and marketing, are governed by complex national and international legislation, often drafted with somewhat restrictive aims. The requirement to make the legislation governing the health of consumers, particularly young people, ever more stringent could in the future lead to the adoption of new laws and regulations aimed at discouraging or reducing the consumption of alcoholic drinks. Such measures could include restrictions on advertising or tax increases for certain product categories. Any tightening of regulations in the main countries in which the Group operates could lead to a fall in demand for its products.

Tax risks

At the reporting date, two tax-related disputes were pending with the Brazilian legal authorities. No provisions have been made for these tax risks based on current assumptions. With reference to the Parent Company (in relation to the 2004- 2005 tax periods) and some subsidiaries, a number of lawsuits were pending for which sufficient risk provisions have already been made. Moreover, on 7 January 2016, Fratelli Averna S.p.A. was served a notice of assessment for the findings shown in the tax inspection report issued by the Guardia di Finanza of Palermo on 1 July 2015, related to the 2010 fiscal year. However, since the alleged violations, and thus any damages relating to actions, facts and circumstances, occurred before Gruppo Campari purchased the company on 3 June 2014; the responsibility would be borne by the previous shareholders of the company (the seller). They will be required to indemnify Fratelli Averna S.p.A., for the amount exceeding the threshold value of € 0.5 million, provided for by the contract. The amount of this allowance has been regularly allocated in a provision in the financial statements of Fratelli Averna S.p.A. For additional details, see note 40 - ‘Provisions for risks and future liabilities’, in the consolidated financial statements, and note 33 - ‘Provisions for risks and future liabilities’, in the Parent Company's separate financial statements.

Risks relating to environmental policy

With regards to the risk relating to environmental policy, the Group’s industrial management has implemented dedicated procedures relating to safety and quality controls in the area of environmental pollution and the disposal of both solid and water waste. The goal of this structure is continuous monitoring and updating of the Group’s industrial activities, in compliance with the regulatory requirements for each country in which the Group operates.

Risks relating to product compliance and safety

The Group is exposed to risks relating to its responsibility of ensuring that its products are safe for consumption. It has therefore put in place procedures to ensure that products manufactured in Group plants are compliant and safe in terms of quality and hygiene, in accordance with the laws and regulations in force, and voluntary certification standards. In addition, the Group has defined guidelines to be implemented if quality is accidentally compromised, such as withdrawing and recalling products from the market.

Risks relating to employees

In the various countries where the Group has subsidiaries, its dealings with employees are protected by collective bargaining agreements and locally enforced regulations. Any reorganization or restructuring undertaken, where this becomes essential for strategic reasons, are defined based on plans agreed with employee representatives.

In addition, the Group has a structure that monitors the specific safety procedures of the workplace; it should be noted that the accident rate in Group plants is very low and is confined to minor accidents.

Exchange rate and other financial risks

In 2015, around 56.2% of the Group’s consolidated net sales came from outside the European Union. With the increased international operations of the Group in areas outside the Eurozone, a significant fluctuation in exchange rates could negatively influence the activities and operating results of the Group. However, the Group’s stable presence and vested interest in countries such as the US, Brazil, Australia, Argentina, Russia and Switzerland allows partial coverage of this risk, since both cost and income are denominated in the same currency. Additionally, with regard to the US, a portion of the cash flows from operations is used to repay the private placement financing taken out locally, in US dollars, for the acquisition of certain companies. Therefore, exposure to foreign exchange transactions generated by sales and purchases in currencies other than the functional one has an insignificant impact on the consolidated sales in 2015.