At year end, Salini Impregilo’s Board of Statutory Auditors comprised the following members. Details are also given of their appointment, participation at meetings and other positions held as director or statutory auditor in other companies listed on Italian regulated markets.
|Position||Members||In office since||In office until||List (M/m)||Independent as per Code||% partecipation||No. of other positions|
|Chairpersons||Trotter Dr. Alessandro||28.4.2011||Shareholders' meeting to approve 2013 financial statements||Sole||X||100||11|
|Statutory auditor (*)||Gatti Dr. Fabrizio||13.7.2012||Shareholders' meeting to approve 2013 financial statements||Sole||X||90||5|
|Statutory auditor||Miglietta Prof. Nicola||28.4.2011||Shareholders' meeting to approve 2013 financial statements||Sole||X||100||15|
|Alternate auditor||Marco Dr. Tabellini||30.4.2013||Shareholders' meeting to approve 2013 financial statements||X||28|
|Alternate auditor||Pierumberto Spanò||30.4.2013||Shareholders' meeting to approve 2013 financial statements||X||7|
|Quorum required to present lists at time of last appointment: 2%|
|No. of meetings held during the year: 10|
(*) On 10 January 2014, Fabrizio Gatti resigned from his post as statutory auditor; Pierumberto Spanò, already an alternate auditor, took his place as statutory auditor.
At Salini Impregilo Shareholders’ Meeting on 28 April 2011, the shareholders appointed a new Board of Statutory Auditors electing all the candidates on the sole list presented by the shareholder Igli S.p.A. and another nomination (for the then chairperson) presented during the meeting by the shareholder Mr. Valle. Votes in favour of the new Board of Statutory Auditors approximated 94.09% of the voting rights for this resolution, equal to approximately 42.21% of the company’s overall voting rights.
The statutory auditors’ personal and professional profiles are presented in their curricula vitae posted on the Internet site www.salini-impregilo.com, under the "Corporate governance - Board of Statutory Auditors” section”.
The Board of Statutory Auditors met 10 times during the year, with meetings averaging one hour and thirty minutes.
Meetings are called when necessary and a calendar does not exist. One meeting was held during the year.
On 6 June 2011, following the appointment of the new statutory auditors by the shareholders on 28 April 2011, the Board of Statutory Auditors found that all the statutory auditors complied with the independence requirements of the Code. On 12 February 2014, the Board of Statutory Auditors confirmed they had continued to meet such requirements throughout 2013 applying all the criteria envisaged by the Code.
- Salini Impregilo complies with the guidelines of criterion 8.C.3 of the Code, whereby statutory auditors that either directly or on behalf of third parties have an interest in a specific transaction shall inform the other statutory auditors and the chairperson of the Board of Directors promptly and completely about the nature, scope, origin and terms of their interest.
- In the meetings held during the year, the statutory auditors met the independent auditors who described the scope of their engagement, their responsibilities and independence (in writing) as well as the procedures carried out for Salini Impregilo and the group companies that have engaged them. As part of its duties, the Board of Statutory Auditors worked with the internal audit unit and the risk and control committee.
- It took part in meetings of the latter committee with the internal audit head. The internal audit head also participated in several Board of Statutory Auditors’ meetings when it reviewed the supervisor’s work.