Overview

Eni Milan
In detail:

  • composition and appointment of Eni’s Board of Statutory Auditors
  • the length of the mandate of the Statutory Auditors
  • the duties of the Board of Statutory Auditors

How many standing Statutory Auditors and how many alternate Statutory Auditors are there?

The Board of Statutory Auditors is made up of 5 standing Statutory Auditors and 2 alternate Statutory Auditors.

The current Board of Statutory Auditors was appointed by the Shareholders' Meeting of 13 April 2017 for a term of three financial years. The Board's term will therefore expire with the Shareholders' Meeting to be called to approve the financial statements for the year ending 31 December 2019.

The current members of the Board of Statutory Auditors are the following: Rosalba Casiraghi (Chairman), Enrico Maria Bignami (standing), Paola Camagni (standing), Andrea Parolini (standing), Marco Seracini (standing), Stefania Bettoni (alternate) and Claudia Mezzabotta (alternate).

The standing Statutory Auditors Casiraghi (Chairman) and Bignami and the alternate Statutory Auditor Mezzabotta were appointed from the slate submitted by Italian and foreign Institutional Investors; the standing Statutory Auditors Camagni, Parolini and Seracini and the alternate Statutory Auditor Bettoni were appointed from the slate submitted by the shareholder Italian Ministry of Economy and Finance.

How are they nominated?

By slate voting system, pursuant to Article 28 of the By-Laws.

Please, note that pursuant to Article 28 of the By-Laws, the Shareholders’ Meeting appoints the Chairman of the Board of Statutory Auditors among the standing Statutory Auditors drawn out from the candidate slates other than that which received the majority of votes.

Who can propose slates for the Board of Statutory Auditors?

Shareholders with more than 1% of the share capital, or the different extent fixed by Consob with its regulation.

Why is the Board of Statutory Auditors nominated by slate voting system?

To ensure the representation of all shareholders (relevant and minority shareholders).
The slate voting system was introduced in Eni By-Laws pursuant to the Article 4 of the Decree N° 332/1994 as converted by Law N° 474/1994.

How long is the mandate for Statutory Auditors?

The mandate for Statutory Auditors is 3 financial years; lapsing at the date of the Shareholders' Meeting called to approve the financial statements of the last financial year of their office and is renewable. The Statutory Auditors currently in office have been appointed by the Shareholders’ Meeting held on 13 April 2017.

Which are the tasks of the Board of Statutory Auditors?

The Board of Statutory Auditors shall check:

  • compliance with the law and the By-Laws;
  • observance of the principles of correct administration;
  • the adequacy of the Company's organizational structure for matters within the scope of the Board's authority, the adequacy of the internal control system and the administrative and accounting system and the reliability of the latter in correctly representing the company's transactions;
  • the implementation of the rules of corporate governance laid out by Italian Corporate Governance Code, which Eni adopted;
  • the adequacy of the instructions imparted by the Company to its subsidiaries in order to guarantee full compliance with legal reporting requirement.

In addition, pursuant to Article 19 of Legislative Decree No. 39/2010, the Board of Statutory Auditors has the role as the "Internal Control and Financial Auditing Committee" and oversees the following:

  1. informing the Board of Directors of the outcome of the statutory audit and provide it with the report prepared by the audit firm (the so-called additional report), along with its own comments;
  2. monitoring the financial reporting process and submit recommendations or proposals to ensure its integrity;
  3. monitoring the effectiveness of the company’s internal quality control and risk management systems and its internal audit, regarding Eni’s financial reporting, without breaching its independence;
  4. monitoring the statutory audit of the annual and consolidated financial statements, taking into account any findings and conclusions by Consob;
  5. reviewing and monitoring the independence of the audit firm, in particular the appropriateness of the provision of non-audit services;
  6. being responsible for the procedure for the selection of auditors or of the audit firm and recommend to the Shareholders’ Meeting the auditors or the audit firms to be appointed.

In accordance with Art. 153 of the Consolidated Law on Financial Intermediation, the Board of Statutory Auditors presents the results of its supervisory activity to the Shareholders’ Meeting in a report that accompanies the financial statements.

In the report, the Board of Statutory also discusses its monitoring of Eni’s procedures for compliance with the principles set out by Consob concerning related parties, as well as their comments based upon information received.

On March 22, 2005, the Board of Directors, electing the exemption granted by the Securities and Exchange Commission (SEC) to foreign issuers of securities listed on regulated US markets, designated the Board of Statutory Auditors as the body that, as from June 1, 2005, performs, to the extent permitted under Italian regulations, the functions attributed to the “Audit Committee” of foreign issuers by the Sarbanes-Oxley Act and SEC rules.

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