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 Ordinary 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 have been appointed from the slate submitted by Italian and foreign Institutional Investors; the standind Statutory Auditors Camagni, Parolini and Seracini and the alternate Statutory Auditor Bettoni have been 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.
Pursuant to Article 28 of the By-Laws, the Shareholders’ Meeting appoints the Chairman of the Board of Statutory Auditors among the effective 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; lapse 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;
- he 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 pursuant to the current legislative provisions.
In addition, pursuant to Article 19 of Legislative Decree No. 39/2010 on legislation currently in force until the ending of the financial year on 31 December 2016, the Board of Statutory Auditors has the role as the "Internal Control and Financial Auditing Committee" and oversees the following:
- the financial reporting process;
- the effectiveness of the internal control, Internal Audit (where applicable) and Risk Management Systems;
- the statutory auditing of the annual financial statements and consolidated financial statements;
- the independence of the external auditor or the audit firm, in particular with regard to the provision of non-audit services to the entity subject to statutory audit.
The responsibilities assigned under the decree to the “Internal Control and financial auditing committee” are consistent and substantively in line with the duties already assigned to the Board of Statutory Auditors of Eni, with specific consideration of its role as the “Audit Committee” under the US Sarbanes - Oxley Act (discussed in further detail below).