Under the law provisions, the Board of Statutory Auditors meets at least every ninety days. 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 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.
The Board of Statutory Auditors, in office as from April 13, 2017 met 13 times in 2017. The average duration of the meetings was 3 hours and 42 minutes and on average 97% of the Statutory Auditors attended the meetings of the Board of Statutory Auditors.
The Board of Statutory Auditors in office until April 13, 2017 met 8 times in 2017. The average duration of the meetings was 3 hours and 24 minutes. On average 98% of the members of the Board of Statutory Auditors attended its meetings.
In addition, since the appointment of the Board of Statutory Auditors on April 13, 2017, 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 (9 times) and the meetings of the other Committees of the Board of Directors.
The Chairman of the Board of Statutory Auditors in office until April 13, 2017, or a Statutory Auditor designated by the Chairman participated in all of the meetings of the Control and Risk Committee (5 times) and the meetings of the other Board Committees of the Board of Directors.
As to the Board Induction, the Chairman of the Board of Directors extended an invitation to the Statutory Auditors to attend the training sessions for the Board, which the Board of Statutory Auditors accepted.
In addition, in order to conduct a specific examination of the issues of greatest interest to the Board of Statutory Auditors for the new members, an additional day of presentations by Eni’s top management was held, with the participation of directors involved, with a focus on the following themes: integrated risk management, internal audit, areas of competence of the Chief Financial Officer and integrated compliance.
In addition, in taking part in the Board Review process for the Board of Directors, the Board of Statutory Auditors took advantage of the opportunity to perform an assessment of its own composition and operation, “The Board of Statutory Auditors Review” was carried out with the support of the same advisor who assisted the Board of Directors on the basis of a questionnaire and individual interviews with the members of the Board of Statutory Auditors.
The outcome of the board review revealed a general satisfaction with Board functioning and overall involvement and a positive atmosphere within the Board. It has also showed an effective relationship with the Board of Directors and high collaboration with the internal structures of Eni.
Among the issues addressed in the review, attention was also devoted to analysing those concerning the diversity of the control body, which is also of relevance under the provisions of Article 123-bis, paragraph 2, letter d-bis of the Consolidated Law on Financial Intermediation.