Overview

Eni has adopted a traditional model of administration and control as required by Italian law, in which supervisory functions are assigned to the Board of Statutory Auditors. Eni’s Board of Statutory Auditors, composed of five standing members and two substitute members, was appointed by the shareholders on 13 April 2017 – in compliance with current legislation on gender balance – for three years, until the date of the AGM convened for approval of financial statements for the year ending 31 December 2019. Of the five appointed as standing auditors, three are from a list submitted by the Ministry of Economy and Finance (the “majority list”) and two – including the Chairman of the Board of Statutory Auditors – were elected from the list presented by Italian and foreign institutional investors (the “minority” list). The Secretary of the Board of Statutory Auditors is Andrea Simoni, Head of Accounting and Financial Statements Department of Eni.

Slate voting system

As with the Board of Directors and in accordance with applicable regulations, the By-laws establish that the Statutory Auditors shall be elected on the basis of slates in which the candidates are listed in numerical order.

Under the provisions of the By-laws, the submission, filing and publication of slates are governed by the procedures established for the Board of Directors and the provisions of Consob regulations.

Slates are divided into two sections: the first containing candidates for appointment as standing Statutory Auditors and the second containing candidates for appointment as alternate Statutory Auditors. At least the first candidate in each section must be entered in the register of auditors and have carried out statutory audit activities for no less than three years.

The slates are accompanied by:

  1. i) information identifying the shareholder or shareholders who have submitted the slate, indicating the overall percentage shareholding;
    ii) statements from shareholders other than those who hold a controlling or plurality equity interest certifying that they are not related to the latter;
    iii) a personal and professional curriculum vitae;
    iv) statements from each candidate certifying that they meet the requirements established under applicable regulations;
    v) statements from each candidate accepting the candidacy;
    vi) a list of positions held in other companies.

Slates that, considering both sections together, contain three or more candidates shall include, in the manner indicated in the notice calling the meeting in the section for standing Statutory Auditors, candidates of both genders, in order to comply with the applicable gender-balance legislation. If the section for alternate Statutory Auditors on these slates contains two candidates, they must be of different genders.

The By-laws provide for a supplementary procedure which ensures, in any case, compliance with the gender-balance rules.

The slates shall be filed at the Company's registered office, including remotely in the manner indicated in the notice calling the meeting, by the twenty-fifty day before the date of the Shareholders' Meeting in a single or first call and made available to the public at the Company's registered office, on the Company's website and in any other manner provided by Consob with its own rules at least twenty-one days before the date fixed for the Shareholders' Meeting in a single or first convocation. The provisions of the By-laws directed to ensure compliance with applicable gender-balance legislation shall apply to the first three elections of the Board of Directors and Board of Statutory Auditors after 12 August 2012.

The slate voting procedure only applies for the election of the entire Board of Statutory Auditors.

In the event of the replacement of a Statutory Auditor elected from the slate that received a majority of votes, the alternate Statutory Auditor from the same slate shall be appointed; in the event of the replacement of a Statutory Auditor elected from another slate, the alternate Statutory Auditor from that slate shall be appointed.

On 13 April 2017 the Shareholders’ Meeting resolved to appoint the Board of Statutory Auditors and the Chairman of the Board of Statutory Auditors for three financial years, expiring on the date of the Shareholders’ Meeting called to approve the 2019 financial statements:

  • standing Statutory Auditors - Rosalba Casiraghi (Chairman), Enrico Maria Bignami; Paola Camagni; Andrea Parolini e Marco Seracini;
  • alternate Statutory Auditors - Stefania Bettoni and Claudia Mezzabotta.

Legal requirements of the Statutory Auditors

As stated in the Corporate Governance Code, the Statutory Auditors shall also act independently of the shareholders who have appointed them.

Under the provisions of the Consolidated Law on Financial Intermediation, the Statutory Auditors must satisfy the independence, professional and integrity requirements established by under rules issued by the Minister of Justice, in agreement with the Minister of the Economy and Finance. In addition, the Corporate Governance Code recommends that the Statutory Auditors should be selected from among persons who would also qualify as independent under the criteria established by the Code. Compliance with those criteria is verified by the Board of Statutory Auditors itself.

The By-laws specify that the professional requirements may be fulfilled by having at least three years of:

  • professional or teaching experience in the areas of commercial law, business economics or corporate finance, or
  • experience in executive positions in the fields of engineering or geology.

 

The Board of Statutory Auditors, in its role as “Internal Control and Financial Auditing Committee, also evaluated its satisfaction of the professional requirements imposed by the new provisions of Art. 19 of Legislative Decree no. 39/2010, as amended by Legislative Decree no. 135/2016 providing that “the members of the internal control and financial auditing committee, as a body, are competent in the sector in which the company being audited operates”.

In its meeting of 22 March 2005, Eni’s Board of Directors, electing the exemption provided for under SEC Rule 10A-3 for foreign private issuers of securities listed in the United States, designated the Board of Statutory Auditors as the body that, as from 1 June 2005, performs, to the extent permitted under Italian regulations, the functions attributed by the Sarbanes-Oxley Act and SEC rules to the audit committees of US registrants.

At least one member of the Board of Statutory Auditors has an adequate understanding of the functions of the audit committee and experience in the analysis and application of accounting standards, the preparation and auditing of financial statements and internal control processes (Financial Expert).

Pursuant to applicable regulations with reference to the plurality of offices, persons may not hold office in a control body of an issuer if they hold the same office in five other listed companies. As long as they hold office in the control body of just one issuer, persons may hold other management and control positions in Italian companies, within the limits specified in the Consob regulations.

The Statutory Auditors are required to report the offices they hold or have relinquished, in the manner and within the time limits established in the applicable regulations, to Consob, which shall then publish the information, making it available on its website.

Verification on the fulfillment of the requirements

The Board of Statutory Auditors verifies, after the appointment and periodically, the compliance with independence, integrity and professionalism requirements of each member, set forth in the applicable regulations. The Board of Directors shall make its own verifications.

The Statutory Auditors  upon their appointment on April 13, 2017 and  most recently at its meeting on February 13, 2019, declared that they fulfilled the independence, integrity and professional requirements set forth in the applicable regulations and also evaluated their satisfaction  of the “Audit Committee financial experts” requirement, for the purpose of  US law, and of the requirements imposed by the provisions of Art. 19 of Legislative Decree No. 39/2010, as amended by Legislative Decree No. 135/2016 providing that “the members of the internal control and financial auditing committee, as a body, are competent in the sector in which the company being audited operates”.

Upon the appointment of the Board of Statutory Auditors on April 13, 2017 and most recently at its meeting on February 14, 2019 the Board of Directors established, based on the assessments made by the Board of Statutory Auditors, that the Statutory Auditors met the requirements of professionalism and integrity as set out by the Ministerial Decree no. 162 of March 30, 2000, as specified by art. 28.1 of the By-laws, as well as the independence requirements as set by law, and takes note, based on the information provided by the Board of Statutory Auditors that the Statutory Auditors met the independence requirements provided by the Corporate Governance Code, the qualification as "financial expert" under the US regulations applicable to the Board of Statutory Auditors as “Audit Committee” because of the listing of Eni in the US market, and the competence requirements, for the body as a whole, pursuant to art. 19, paragraph 3, of Legislative Decree no. 39/2010.

 

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