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Audit Committee

The Audit Committee, in compliance with Board resolution of 9th November 2000, fulfils a consultative and propositive role regarding the general management of the company. In compliance with the amendments made to the Code in July 2002, the Committee approved the "Audit Committee Regulations" on 25th February 2003. In accordance with the Regulations, the Chairman of the Board of Auditors, or an Auditor appointed by the Chairman takes part in the Committee's activities; meetings can be attended by Saipem's Chairman. The Internal Audit Manager (being the person in charge of the Internal Control System, as per art. 9.4 of the Code, appointed at the aforementioned Board meeting) assists the Audit Committee and carries out duties assigned as part of his/her role. The Internal Audit department, reporting to the Chairman, is responsible for the following:

assessing the conformity of accounting and non accounting criteria and principles, the efficiency of administrative procedures and control systems;
ensuring the implementation and updating of the risk assessment, mapping and classification systems for auditing purposes.

The Audit Committee's responsibilities are:

assisting the Board of Directors in the following areas:
2. setting guidelines for the internal control system;
4. periodically checking that it is adequate and operates effectively;
6. ensuring that major risks facing the company are suitably identified and properly managed;
evaluates together with the Administrative Director and the external Auditors, the adequacy of accounting principles adopted and their consistency throughout the Financial Statements;
assesses together with the external Auditors:
2. accounting principles considered "critical" for the correct financial and economic representation of Saipem's position;
4. alternative accounting standards provided for by the accounting principles and reviewed with the management, the consequences of the application of said alternative standards and related information in addition to the methods considered preferential by the external auditors;
6. contents of every relevant written exchange between the external auditors and the company's management;
8. issues relating to statutory and consolidated financial statements of major Group Companies;
evaluates the work programme prepared by the Internal Audit Manager and receives from the latter reports, al least quarterly, on opinions issued by the auditors;
evaluates issues raised through Internal Audit reports, communications from the Board of Auditors or individual Auditors, reports and the management letter issued by the external Auditors, the annual report issued by the Guarantor of the Internal Code of Practice and inquiries by third parties;
assesses offers received from external auditing firms for the award of the auditing contract, the work programmes put forward and works carried out by the said auditing firms, also in terms of their independence;
verifies independence of the external Auditors;
evaluates requests advanced by department managers to utilise the auditing firm appointed to audit the financial statements for non-audit service and puts proposals forward to the Board of Directors.