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Meetings and operational procedures of the Board of Statutory Auditors

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.

Statutory Auditors:

  • 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.

 

2018 meetings

The Board of Statutory Auditors, in office as from April 13, 2017 met 25 times in 2018. The average duration of the meetings was 3 hours and 34 minutes and on average 99% of the Statutory Auditors attended the meetings of the Board of Statutory Auditors.In 2018, the Chairman of the Board or an Auditor designated by her, or with regard to certain issues, the entire Board of Statutory Auditors attended all of the Control and Risk Committee meetings (16 times) and the meetings of the other Committees of the Board of Directors. Periodically, the Board of Statutory Auditors met the Watch Structure of Eni.

 

Board Induction

Upon its appointment on April 13, 2017, the Board Statutory Auditors followed a specific training programme conducted by Eni also for its Board of Directors. During 2018, in continuity with initiatives already undertaken, ongoing training sessions were held through visits to the laboratories of the upstream and renewable operating areas and to the Zohr plant in Egypt.

 

Board Review

As was the case in 2017, complying ahead of time with the new provisions of the Rules of Conduct of the Board of Statutory Auditors issued by the National Council of Chartered Accountants and Accounting Experts in the last edition of April 2018, the Board of Statutory Auditors performed an assessment of its own composition and operation. This assessment was carried out with the support of an external advisor to strengthen its objectivity, and its outcome was illustrated in the Board of Statutory Auditors Report and in the Corporate Governance Report. The Board Statutory Auditors Review

The outcome of the board review:

  • confirmed the suitability of all the Statutory Auditors on the basis of the requisites required by the Italian and US regulations applicable to Eni as listed on the NYSE. In particular, the gender diversity in the current composition of the Board and the other relevant aspects of diversity were also positively assessed;
  • the Board’s action was i) efficient due to the assiduous attendance of the Auditors at the meetings of the Board of Statutory Auditors as well as for the constant participation in the meetings of the Board of Directors and of the internal Board Committees, ii) effective due to the fluid interaction with the subjects relevant for the functioning of the internal control as well as with the Boards of Statutory Auditors of the main subsidiaries;
  • the Board’s tasks performed as the Internal Control and Audit Committee by the art. 19 of Legislative Decree 27 January 2010 n. 39 were positively reviewed and evaluated.

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