Under the law provisions, the Board of Statutory Auditors meets at least every ninety days and as frequently as necessary to perform its duties. The Board of Statutory Auditors shall regularly consist of the majority of Statutory Auditors that are present and it shall act by the absolute majority of the auditors that are present.
The By-laws provide that the Board of Statutory may also meet via videoconferencing or teleconferencing systems, standing that all the participants could be identified and let the discussion followed and to participate in real time at the dealing of matters inside.
In addition to the supervisory and control functions provided, the Statutory Auditors have to participate to the Shareholders’ Meetings and to the meetings of the Board of Directors. Besides, the Corporate Governance Code recommends that the Chairman of Statutory Auditors or other auditor designated by it participates to the Control and Risk Committee and to the other internal Board Committees meetings; anyway other Statutory Auditors can also participate.
- simultaneously with the Directors are provided with documentation of the issues on the agenda to be discussed at the Board of Directors meetings;
- according to the By-laws the Board of Directors and the CEO shall report, on at least quarterly basis or, in any case, during the Board of Directors meetings on the activities performed and on transactions with the greatest impact on the performance and financial position carried out by the Company and its subsidiaries;
- are provided with a comprehensive bimonthly statement and with an aggregated six-monthly statement on transactions carried out with related parties and in particular on transactions in which Directors or Statutory Auditors have an interest, in compliance with the corporate procedure governing transactions with related parties.
Under the above mentioned corporate procedure governing transactions in which Directors or Statutory Auditors have an interest and transactions with related parties, the Statutory Auditors must inform the other Statutory Auditors and the Chairman of the Board of Directors of any personal or third-party interests they hold in relation to any given transaction of the Company.
Besides, the Statutory Auditors Board has been identified by the Board of Directors as the body that performs, to the extent permitted under Italian regulations, the functions attributed by the Sarbanes Oxley Act and SEC to the Audit Committee of USA issuer; Board of Statutory Auditors’ functions as Audit Committee, that integrate those stated by Italian law for Statutory Auditors Board, are disciplined by a specific Rules, here downloadable in pdf.