Acting upon the reasoned proposal of the Board of Statutory Auditors, Eni’s Shareholders' Meeting of 10 May 2018 approved the engagement of PricewaterhouseCoopers SpA (PwC) for the 2019-2027 period to perform the following:
auditing of the Company’s individual financial statements;
auditing of the consolidated financial statements;
verification, during the course of the financial period, that the Company's accounts are duly maintained and that operations are correctly entered in the accounting records;
verification of the internal control system for the purposes of US legislation (SOX);
verification of Form 20-F;
a limited audit of the semi-annual financial report;
review of separate annual accounts for the Electricity, Gas and Water System authority (AEEGSI).
Since June the 21st 2021, Massimo Rota is the new Audit partner responsible for providing these services to Eni.
The reports of the Audit Firm containing the opinion on the financial statements of the Company are available in the Documentation area.
For the statutory auditing activities of Eni SpA, PwC presented in 2018 the request for fees for a total of 28,371,153 euro for the nine-years period 2019-2027.
Activities and fees of Eni SpA
approved by the Shareholders’ Meeting for the period 2019 – 2027
Activities
Hours 2019 – 2027
Fee 2019 – 2027
(euro)
Auditing of the Company’s individual financial statements
121,425
6,557,071
Auditing of the consolidated financial statements
76,958
4,155,809
Verification, during the financial period, that the accounts are correctly kept
The Audit Firm has also been engaged to provide the same auditing services to the subsidiaries of Eni SpA and also provides additional services, in the manner described in International Standard on Auditing no. 600 (ISA 600). This involves, for the purposes of preparing an opinion on the consolidated financial statements, the assumption of full liability for auditing activities performed by any other Audit Firms regarding the financial statements of subsidiaries that, taken together, account for an immaterial share of consolidated assets and revenues. By assuming this liability, PwC SpA, in its report on the consolidated financial statements, has the role and responsibility of sole auditor for the Eni Group.
Thus, the Audit Firm’s overall proposal for Eni’s Group as formulated in 2018 is structured as follows:
Activities and fees of Eni group
for the period 2019 – 2027
Activities
Hours 2019 – 2027
Fee 2019 – 2027
(euro)
Eni SpA, and subsidiaries company*
1,419,289
87,657,037
of which, for statutory audit activities
865,796
53,504,526
of which, for SOX activities
425,666
26,445,909
of which, for additional services
127,827
7,706,602
*Referred to: i) in the Transparency Directive, essentially attributable to companies considered subsidiaries in accordance with the provisions of international accounting standards and applicable statutory regulations; ii) any associated and joint operation incorporated companies that may be relevant to the SEC.
Considering the significant time span covered by the assignment, the aforementioned fees may be changed due to the change in the scope of intervention by the Audit Firm and following exceptional and / or completely unforeseeable events at the time the contract was stipulated, without prejudice to the verification and monitoring of the independence and activity of the auditing company by the Board of Statutory Auditors as Internal Control and Financial Auditing Committee
In carrying out its work, the Audit Firm shall have access to the information, data (both documentation and digital information), archives and property of the Company and its subsidiaries.
The “Management of statutory audit appointments” of 19 May 2020 approved by the Board of Statutory Auditors Eni set out the general principles pertaining to: i) to regulate the process of conferring statutory audit assignments and other assignments closely related to statutory audits; ii) to provide the framework of reference for statutory audit requirements and to establish the roles and responsibilities of the persons involved in the process; iii) to regulate the methods and operations underlying the process; iv) to define the information flows between the company offices involved.
In the regulatory framework of the statutory auditing, the Board of Statutory Auditors has been entrusted with the responsibility for the approval of additional assignments and extra work, subject to the opportunity for adequate disclosure to the Board of Directors.
The Board of Statutory Auditors of Eni SpA:
approves the assignment of additional recurring assignments closely related to statutory auditing activity (e.g. costs certification under petroleum contracts);
approves the proposals for additional assignments, non-forbidden and unforeseen in the contest of the definition of the assignment, which are submitted by the subsidiary to the Board of Statutory Auditors (e.g. agreed procedures on areas related to the internal control system);
approves the audit firm requests on fees variations in case of non-preventable extra efforts when preparing the original offer.
The additional assignments provided by civil law or other regulations concerning subsidiaries (e.g. services requested to the auditor responsible for auditing the financial statements by the Authorities and / Control Entities) are conferred by the companies, that request the service.
The following table shows total fees for services rendered to Eni by its public auditors PwC SpA and its member firms of PwC Network for the year ended December 31, 2020. The amount shown for the year ended December 31, 2019 have been paid to EY SpA and its respective member firms which has served as Eni principal independent public auditor since the fiscal year 2019:
Total fees**
December 2019 (euro thousand)
December 2020 (euro thousand)
Audit fees
15,543
19,290
Audit-related fees
295
315
Tax fees
-
-
All other fees
1,045
1,412
Total
16,793
21,017
**Classification of services for the purpose of disclosure of the Annual Report on Form 20-F.
Include professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements, including the audit on the Company’s internal control over financial reporting. The fees disclosed in this category include also services provided for by law and regulations such as services required by authorities and/or control bodies, or by national or supranational administrations.
Include assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrant’s financial statements and are not provided for by law and regulations. The fees disclosed in this category mainly include issue of comfort letters, and consultations concerning financial accounting and reporting standards, review of the sustainability report and the contractual verification of tariffs and billing costs.
Include professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. The fees disclosed in this category mainly include fees billed for the assistance with compliance and reporting of income and value added taxes, assistance with assessment of new or changing tax regimes, tax consultancy in connection with merger and acquisition deals, services rendered in connection with tax refunds, assistance rendered on occasion of tax inspections and in connection with tax claims and recourses and assistance with assessing relevant rules, regulations and facts going into Eni correspondence with tax authorities.
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