Board of Statuatory Auditors

Board of Statuatory Auditors

The Board of Statutory Auditors performs supervisory functions to ensure the correct management of the company. The current Board of Statutory Auditors was appointed by the Shareholders’ Meeting on 4 April 2019 and will remain in office until the Shareholders’ Meeting that will approve the financial statements for FY 2021.

Composition

Italgas’ Board of Statutory Auditors is made up of three standing auditors and two alternate auditors, appointed by the Shareholders’ Meeting for three financial years and can be re-elected at the end of the term of office. The standing auditors meet the requirements of professionalism and integrity defined by the Ministry of Justice (Decree no. 162 of 30 March 2000). For the purposes of the decree, the matters strictly under the purview of Italgas are: commercial law, business administration and corporate finance, while the sector strictly pertaining to it is the engineering and geology sector.
One of the statutory auditors is a woman, in compliance with the regulations in force on gender equality.
The Bylaw provisions on the appointment of the Board of Statutory Auditors via slate voting and the appointment of at least one statutory auditor from the minority slate will apply as of the renewal of the current Board of Statutory Auditors.
The members of the Board of Statutory Auditors, pursuant to the Procedure for Transactions involving the interests of Directors and Statutory Auditors and Related-Party Transactions, must declare their own interest or that of third parties in specific transactions submitted to the Board of Directors.

Alternate Auditors: Stefano Fiorini, Giuseppina Manzo

Role

The Board of Statutory Auditors has supervisory duties

Law and the Bylaws

Compliance with the law and the Bylaws.

Compliance with the principles

Compliance with the principles of correct administration in the performance of corporate activities.

Organisational structure

The suitability of the organisational structure for the aspects of competence, of the internal control system and the administrative-accounting system and the latter’s reliability in terms of correctly representing management events.

Corporate governance

Procedures for the practical implementation of the rules of corporate governance envisaged by the Corporate Governance Code, to which the company adheres.

Additionally, pursuant to Legislative Decree no. 39 of 27 January 2010, the Board of Statutory Auditors also performs supervisory functions in its capacity as “committee for internal control and account auditing”.

Powers to call the Shareholders’ Meeting and the Board of Directors

With prior notification to the chairman of the Board of Directors, the Board of Statutory Auditors can convene a Shareholders’ Meeting and meetings of the Board of Directors. The authority to convene meetings of the Board of Directors can be exercised individually by each member of the Board of Statutory Auditors; the authority to convene a Shareholders’ Meeting must be exercised by at least two members of the Board of Statutory Auditors.

The Board of Statutory Auditors is invited to attend the meetings of the Control, Risk and Related Party Transactions Committee.

More information on the appointment procedures and composition of the Board of Statutory Auditors, as well as on the activities carried out in the last financial year, can be found in the Corporate Governance and Ownership Structure Report.

Independent Auditors

The external audit of the accounts is assigned by law to an independent auditing firm, an external control body registered in the relevant register. The independent auditing firm is appointed by the Shareholders’ Meeting on the reasoned proposal of the Board of Statutory Auditors and is instructed to:

  • Audit the Italgas annual and consolidated financial statements.
  • Verify, during the course of the financial year, that the company’s accounts are being properly kept and that the affairs of the company are being correctly recorded.
  • Carry out the limited audit of the half-yearly report.

On 12 May 2020, the Shareholders’ Meeting assigned the external auditing appointment for the financial years 2020-2028 to Deloitte & Touche S.p.A. – Via Tortona 25, 20144 Milan

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