Independent auditors

The Independent Auditors retained to perform independent statutory audits of the financial statements 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 and the consistency of the Report on Operations with the information provided in the financial statements. A similar review of the semiannual financial report is performed by the Independent Auditors on a voluntary basis, pursuant to a recommendation by the Consob. In addition, the Independent Statutory Auditors are required, pursuant to law, to review certain disclosures of the Report on Corporate Governance. 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.

The assignment for the independent statutory audit of the financial statements must be awarded to a company listed in the register of Independent Statutory Auditors. The Shareholders’ Meeting awards the assignment, based on a reasoned recommendation by the Board of Statutory Auditors, and determines the corresponding compensation.

The award of the assignment to the current Independent Auditors, KPMG Spa (KPMG) was approved by the Shareholders’ Meeting of April 28, 2020. As allowed under current laws, KPMG’s assignment will last for nine years, i.e., from 2020 to 2028. The current responsible partner is Umberto Scaccabarozzi. (Previously, for the nine-year period 2011-2019, the auditor was Deloitte & Touche Spa)

Within the framework of the Group’s general audit plan, the Independent Auditors performed independent statutory audits not only of the financial statements of companies that meet the Consob’s “materiality” requirements, but also of those of the other Italian and foreign subsidiaries-with strictly limited exceptions concerning mainly companies that were dormant or in liquidation. As a rule, these assignments were 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. While complying with the restriction that the audit assignment may not be awarded to the same Independent Auditors for more than nine years, when permissible or possible under the regulations previously in force, the expiration of the assignments awarded to Deloitte was aligned with that of the assignment for Edison, the Parent Company. Exceptions are some recently acquired Italian companies and some foreign companies.

With regard to assignments awarded by Italian companies, exceptions with regard to the length of the assignment are the Edison Trading Spa subsidiary, which had already appointed Deloitte in 2010 and, consequently could renew the award to the same company for an additional eight years, i.e., until 2018, the subsidiary Cellina Energy Srl, which awarded Deloitte in 2016 a three year voluntary assignment and, as required by the new law, until 2018, and Rendina Ambiente Srl, a subsidiary of Fenice Spa, which had already appointed Deloitte for the 2015-2017 three-year period before Adison Spa acquired control of Fenice Spa. For the 2019 financial year, Deloitte also verified the content of the Non-Financial Disclosure.

Deloitte & Touche and its international network, working in accordance with assignments they received directly, audited about 95.76% of total consolidated assets (2019) and about 96.51% of total consolidated revenues. Please note that the award and management of assignments to independent auditors by Group companies was carried out in accordance with the guidelines approved by Edison’s Board of Directors on July 25, 2011.

2019 Board of Statutory Auditors

(Aumounts in euro) Deloitte & Touche S.p.A. Rete Deloitte & Touche S.p.A Total Deloitte & Touche S.p.A.
Edison S.p.A. 897.068 35.150 932.218
Statutory and accounting audit 754.860 0 754.860
Certification services 142.208 0 142.208
Other services 0 35.150 35.150
Group’s companies1 1.445.278 339.206 1.784.484
Statutory and accounting audit 1.329.567 300.482 1.630.049
Certification services 115.711 2.674 118.385
Other services 0 36.050 36.050
Total 2.342.346 374.356 2.716.702

1Subsidiaries and other companies fully consolidated