Appointment of the Independent Auditors
Pursuant to the law, the legal audit is assigned to a company enrolled in the register of legal auditors kept by the Ministry of Economy and Finance. The Shareholders’ Meeting awards the assignment, based on a reasoned recommendation by the Board of Statutory Auditors, and determines the corresponding compensation.
Since 2011 the Company has adopted guidelines for the assignment and management of audit engagements, most recently amended and supplemented in 2017 to take into account the provisions introduced by the EU Regulation 537/2014.
The current independent auditor is KPMG Spa (“KPMG”). The relevant mandate was approved by the Shareholders’ Meeting of April 28, 2020 for a period of nine financial years, as required by law for Public-Interest Entities, which is Edison, and therefore refers to the financial years from 2020 to 2028 and will expire with the Shareholders’ Meeting convened to approve the financial statements for 2028. The current responsible shareholder is Umberto Scaccabarozzi.
For the appointment of the new Independent Auditor, the Board of Statutory Auditors formulated, as required by the provisions in force, a justified proposal to the Shareholders’ Meeting, indicating two possible auditors and expressing its preference for KPMG.
Within the framework of the Group’s general audit plan and in fulfilment of legal requirements, the Independent Auditors performed independent statutory audits of the financial statements of nearly all of the Italian and foreign subsidiaries. The very limited exceptions mainly concern companies that are very small, for the most part recently acquired or inactive and, as such, not subject to the statutory audit requirement.
As a rule, these assignments are awarded to Edison’s Independent Auditors in order to allow the Independent Auditors of the Parent Company to take direct responsibility for auditing the financial statements of the subsidiaries. During 2021, the process of engaging KPMG was also completed by nearly all the Group subsidiaries that, after the parent company changed its auditor, had remained with the previous auditor Deloitte & Touche Spa. This process involved some smaller Italian companies or companies that had been subject to corporate reorganisation.
The engagements assigned by the subsidiaries make provision, based on the indications of EU Regulation 537/2014, for companies different from Public-Interest Entities, for a duration of three financial years.
Attributions of the Independent Auditors
The Independent Auditors are required by law to ascertain whether the accounting records are properly maintained and record faithfully the results from operations, and whether the statutory financial statements and the consolidated financial statements comply with the rules governing their preparation and provide a fair and truthful presentation of the financial position, cash flows and operating result for the period, rendering an opinion on the financial statements, including consolidated, and the consistency of the Report on Operations with the information provided in the financial statements. A similar review of the semi-annual financial report is performed by the Independent Auditors on a voluntary basis, pursuant to a recommendation by the Consob. In addition, the Independent Auditors are required, pursuant to law, to review certain disclosures of the Report on Corporate Governance and, since 2017, to prepare the additional report pursuant to art. 11 of EU Regulation 537/2014 on the results of the independent statutory audit of the financial statements, which must be drafted in connection with audit activities regarding a Public-Interest Entity. The Independent Auditors also perform additional reviews required by industry regulations and provide additional services that the Board of Directors may ask them to perform, provided they are not incompatible with their assignment regarding the independent statutory audit of the financial statements.
Consistent with a firmly established Group policy, Edison and its principal subsidiaries have also asked their Independent Auditors to audit their semi-annual financial statements and, in the case of companies that operate in the electric power and/or natural gas sectors, the annual separate financial statements and perform special audits needed to comply with contractual requirements or regulations issued by the Italian Regulatory Authority for Energy, Networks and the Environment. The company tasked with the independent audit of Edison also checks the contents of the NFD, issuing a specific certification, and the preparation of “Section Two” of the Compensation Report.
KPMG and its international network, working in accordance with assignments they received directly, audited about 99.6% of total consolidated assets (2021) and about 99.9% of total consolidated revenues.