Board of statutory auditors and the independent auditors

BOARD OF STATUTORY AUDITORS

Pursuant to article 149 of Legislative Decree no. 58/1998, the board of statutory auditors monitors compliance with the law and deed of incorporation, compliance with the principles of correct administration, the fitness of the company’s organisational structure to carry out its duties and the fitness of the internal control and accounting systems, as well as the correct implementation of the corporate governance rules set out in the codes of conduct drawn up by stock market operators or trade associations and to which the company declares adherence via market disclosure. It also monitors the reliability of operational representation and the adequacy of the instructions given by the company to its subsidiaries and associates in accordance with article 114.2 of the aforesaid Decree. In order to align its duties with those of the audit committee, the following roles were transferred to the board of statutory auditors in 2005:

  • examination of all instances of fraud involving management or employees with key roles in the internal control system, upon notification by the chairman or the head of planning, administration, finance and control;
  • examination of notifications about accounting, internal control or audit problems.

Each statutory auditor may call meetings of the board of directors while two statutory auditors are needed to call a meeting of the shareholders. The board of statutory auditors consists of three standing members and two alternate members. Article 22 of the bylaws requires that they be appointed by the shareholders using voting lists in order to ensure that the minority shareholders can appoint the chairman and an alternate member. The same article establishes that the legal requirements and the regulations issued by Consob about the election of members of administration and control bodies are to be complied with for the lodging, presentation and publication of these lists.

Each shareholder may present, individually or in a grouping, and vote for just one list, in accordance with the methods set out in the aforesaid laws and regulations. Shareholders with voting rights at the time the lists are presented may present lists if they, individually or in a grouping with other shareholders, represent at least 2% of the shares with voting rights at ordinary meetings (or another percentage set or allowed by the relevant laws and regulations). In relation to this, Consob’s resolution no. 17148 of 27 January 2010 set this figure at 1%. Each candidate may feature only on one list, otherwise they are ineligible. The lists consist of two sections: the first sets out the candidates for standing statutory auditor positions while the second gives the names of candidates for the alternate statutory auditors. At least the first name on each section should be a certified auditor and have worked as an auditor for clients that are legally required to have their financial statements audited for not less than three years. Statutory auditors can be reappointed. The lists, together with information about the candidates and the identity of the shareholders presenting them and the percentage of their equity investment, are made available to the public at the company’s registered offices and Borsa Italiana S.p.A, and are posted on the company’s website (www.snamretegas.it), within the timeframe set by current legislation. The list procedure is necessary only if the entire board of statutory auditors is being replaced. The board of statutory auditors, appointed by the shareholders on 26 April 2007, comprises the chairman, Pierumberto Spanò, standing statutory auditors Riccardo Perotta and Roberto Mazzei, and alternate statutory auditors Giulio Gamba and Luigi Rinaldi. They have a three-year term of office (until approval of the 2009 financial statements). The standing statutory auditors Roberto Mazzei and Riccardo Perotta and the alternate statutory auditor Giulio Gamba were appointed from the list presented by Eni S.p.A.. The chairman Pierumberto Spanò and the alternate statutory auditor Luigi Rinaldi were appointed on the suggestion of ARCA SGR S.p.A.. The statutory auditors have the professional and reputational requirements set by the Ministry of Justice in its Decree no. 162 of
30 March 2000. For the purposes of this decree, the subjects strictly related to the company’s business are: commercial law, business management and corporate finance. Similarly, the sector pertaining to its business is the engineering sector.

In their ordinary meeting of 26 April 2007, the shareholders established the respective annual remuneration for their terms of office as €45,000 for the chairman and €30,000 for the standing statutory auditors. They also set the attendance fee for each meeting of the board of directors’ committees at €500. The statutory auditors may also act as directors or statutory auditors in other companies within the limits of Consob regulations. Based on the statements provided to it, the board of statutory auditors has checked that all its members meet the necessary independence requirements as per article 3 of the Code of Conduct and the law. The statutory auditors’ curricula vitae are available on the company’s website. The board of statutory auditors met 13 times during 2009; on average, attendance was 82%. One member usually participated in the meetings of the audit committee. Based on the communications received, details of the positions held by the statutory auditors as director or statutory auditor in other companies listed on Italian regulated markets, and the total number of such positions held in any other companies, are given below.

Statutory auditor Position held in listed companies Company Total no. of positions held
Pierumberto Spanò Chairman of the board of statutory auditors Astaldi S.p.A 16
Riccardo Perotta Regular auditor
Regular auditor
Fiat S.p.A
Mediolanum S.p.A
10
Roberto Mazzei Director Viaggi del Ventaglio S.p.A 16

INDEPENDENT AUDITORS

As required by law, the company’s financial statements are audited by independent auditors included in the register held by Consob. They are appointed by the shareholders on the basis of a documented proposal by the board of statutory auditors. In their meeting of 26 April 2007, the shareholders extended the audit mandate of PricewaterhouseCoopers S.p.A, which expired on that date, until 2012.