The members of Salini Impregilo’s Board of Statutory Auditors as at December 31, 2014 are listed below. Details are also provided on their appointment, participation at meetings and other positions held as director or statutory auditor in other companies listed on Italian regulated markets.
BOARD OF STATUTORY AUDITORS AS AT DECEMBER 31, 2014
| Position | Members | Year of birth | First appointed on | In office since | In office until | List (M/m) | Independent as per Code | % participation | No. of other positions |
|---|---|---|---|---|---|---|---|---|---|
| Chairperson | Trotter Alessandro | 1940 | 05.07.2008 | 04.30.2014 | Shareholders’ meeting to approve 2016 financial statements | M | X | 100 | 11 |
| Statutory auditor | Naddeo Teresa Cristiana | 1958 | 04.30.2014 | 04.30.2014 | Shareholders’ meeting to approve 2016 financial statements | M | X | 100 | 3 |
| Statutory auditor | Villa Gabriele | 1964 | 04.30.2014 | 04.30.2014 | Shareholders’ meeting to approve 2016 financial statements | M | X | 100 | 8 |
| Alternate auditor | Tabellini Marco | 1967 | 04.30.2013 | 04.30.2014 | Shareholders’ meeting to approve 2016 financial statements | M | X | 31 | |
| Alternate auditor | Battistin Roberta | 1971 | 04.30.2014 | 04.30.2014 | Shareholders’ meeting to approve 2016 financial statements | M | X | 6 | |
| Quorum required to present lists at time of last appointment: 2% | |||||||||
| No. of meetings held during the year: 18 | |||||||||
STATUTORY AUDITORS WHO LEFT OFFICE IN 2014
| Position | Members | Year of birth | Date of appointment | In office since | In office until | List (M/m) | Indipentent as per Code | % partecipation. | No. of other positions | |
|---|---|---|---|---|---|---|---|---|---|---|
| Statutory auditor | Gatti Fabrizio | 1961 | 28.4.2011 | 28.4.2011 | 10.1.2014 | UNICA | X | 8 | ||
| Statutory auditor | Miglietta Nicola | 1967 | 28.4.2011 | 28.4.2011 | 30.4.2014 | UNICA | X | 100 | 15 | |
| Statutory auditor | Spanò Pierumberto | 1961 | 30.4.2013 | 30.4.2013 | 30.4.2014 | UNICA | X | 83,33 | 8 |
At Salini Impregilo Shareholders’ Meeting held on April 30, 2014, the shareholders appointed the current Board of Statutory Auditors, including the chairperson on the Board of Statutory Auditors, electing all the candidates on the sole list presented by the shareholder Salini Costruttori S.p.A. The term of office of the current board of auditors will end on the date of approval by the shareholders of the financial statements as at December 31, 2016. The appointment of the new Board of Statutory Auditors was unanimously approved by the voting capital, equal to 91.25% 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 "Governance - Board of Statutory Auditors” section.
The Board of Statutory Auditors met 18 times during the year, with meetings averaging one hour and thirty minutes.
Meetings are called when necessary and a calendar does not exist.
Three meetings have been held in 2015.
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The shareholders appointed the new statutory auditors in their meeting on April 30, 2014. The Board of Statutory Auditors confirmed on May 14, 2014, that each statutory auditor met the independence requirements set out in the Code. On March 12, 2015, the Board of Statutory Auditors confirmed they had continued to meet such requirements throughout the year. The Board of Statutory Auditors applied all the criteria set out in the Corporate Governance Code in assessing independence.
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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 control and risk committee.
The Board of Statutory Auditors, in carrying out its activities, worked together with the internal audit unit and with the control and risk committee, and took part, along with the chief internal auditor, in the meetings of the control and risk committee. The chief internal auditor also participated in several Board of Statutory Auditors’ meetings when it his work.