The Board of Statutory Auditors monitors the Company’s compliance with the applicable laws and its Bylaws and has a management control function, being specifically required to verify that:
- the principles of sound management are correctly followed;
- the structure of Company’s organization, its system of internal controls and its administrative-accounting system are adequate and the administrative accounting system is reliable;
- the Code is being concretely implemented;
- compliance with regulatory requirements and the procedure adopted by the Company regarding related-party transactions is being complied with;
- the Company provided its subsidiaries adequate instructions regarding the obligation to disclose insider information to the market.
It also supervises compliance with provisions concerning the Non-Financial Disclosure.
It is not responsible for performing an independent statutory audit of the financial statements, a task that, pursuant to law, must be entrusted to an independent auditing firm chosen among those listed in a special register maintained by the Ministry of the Economy and Finance. In any case, the Board of Statutory Auditors is responsible for the selection procedure of Edison’s Independent Auditors, and is required to submit to the Shareholders’ Meeting a detailed proposal concerning the selection of the Independent Auditors.
The Board of Statutory Auditors is also required to perform the functions assigned by law to the Internal Control and Auditing Committee, created by Legislative Decree No. 39 of January 27, 2010 in implementation of a European Union directive concerning independent statutory audits of annual and consolidated financial statements, as most recently amended by Legislative Decree No. 135 of July 17, 2016 on the basis of the requirements laid out in EU Regulation 537/2014. Accordingly, it monitors: the disclosure of financial information; the effectiveness of internal control, risk management and internal auditing systems as concerns financial reporting; the performance of the statutory independent audit of annual and consolidated financial statements and the independence of the Independent Statutory Auditors, since 2017 authorising engagements that are not mandatory and permitted, other than the statutory legal audit of the accounts assigned to Edison’s auditor and its networ. In addition, since the 2017 financial statements, the Board of Statutory Auditors has examined the content of the “additional” report prepared by Edison’s auditor pursuant to art. 11 of the above-mentioned regulation and reports on it, with any of its own observations, to the Board of Directors.
The outcome of the supervisory activities carried out by the Board of Statutory Auditors is reported in the report to the Shareholders’ Meeting prepared in compliance with art. 153 of the TUF (the “Report of the Board of Statutory Auditors”), which is attached to the financial statements.
