Composition
The Board of Statutory Auditors is composed of 3 statutory auditors and 2 alternate auditors, appointed by the Shareholders' Meeting on 3 May 2023.
The statutory auditors' 3-year term of office expires on the date of the Shareholders' Meeting called to approve the financial statement as at 31 December 2025. The composition of the Board of Statutory Auditors complies with the law on gender equality (most recently by Law 160/2019) and the relevant provisions of the Corporate Governance Code.
Role
Pursuant to Art. 149, Italian Legislative Decree 58/1998, the Board Of Statutory Auditors monitors:
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compliance with the law and the Articles of Association;
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compliance with the principles of correct administration;
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the adequacy of the Company's organizational structure regarding not only aspects of competency, the internal control system and the administrative and accounting system, but also the reliability of the latter to correctly record management-related issues;
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the procedures to implement the rules of corporate governance established by the codes of conduct drawn up by stock exchange operators or by trade associations, to which the Company states in its information document to the public it adheres;
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the adequacy of the instructions given by the Company to its subsidiaries.
As the Board of Statutory Auditors acts as the committee for the company's internal control and audit, it also carries out the duties envisaged by Art. 19, Italian Legislative Decree 39/2010.
Appointment
The statutory auditors are appointed according to Art. 27 of the Articles of Association by means of a voting list in order to ensure the presence of representatives designated by the minority shareholders.
The statutory auditors act autonomously and independently, even when dealing with the shareholders who elected them.
The lists are filed at the Company headquarters at least 25 days prior to the Shareholders’ Meeting on first or single call and published on the Company website www.saipem.com.
Together with the professional CV of each candidate. The lists can be submitted by shareholders who, either individually or collectively, hold shares with voting rights representing at least 1% of the entire share capital, according to a specific provision established annually by CONSOB.
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