Board of statutory auditors

When a supervisory body is mandatory

A joint-stock company (S.p.A.) with the traditional governance model must appoint a board of statutory auditors (collegio sindacale). Its composition and qualification requirements depend on the legal provisions and on whether the body is also entrusted with the statutory audit.

In a limited liability company (S.r.l.), a control body or an auditor must be appointed as soon as certain size thresholds are exceeded or other statutory grounds apply. A single statutory auditor (sindaco unico) is also sufficient here. The members are appointed by the shareholders’ meeting for three financial years.

Duties at a glance

The board of statutory auditors meets at least every 90 days, attends board of directors’ meetings and shareholders’ meetings, and records its activities in its own minute book. It submits a written report to the shareholders’ meeting on the annual financial statements.

Since the Code of Business Crisis and Insolvency (Codice della crisi d’impresa e dell’insolvenza) came into force, early warning has become particularly important. The supervisory body must notify management in writing if there are signs of a crisis and ensure that adequate structures are in place for timely detection.

• Monitoring compliance with the law and the articles of association
• Review of the adequacy of the organisational and accounting structure
• Attendance at board meetings and shareholders’ meetings
• Report to the shareholders’ meeting on the annual financial statements
• Reporting signs of crisis to management
• On request, also the statutory audit, where permitted by law

Responsibility and independence

Members of the board of statutory auditors are liable for the diligent performance of their duties. We therefore work according to the rules of conduct for the Collegio Sindacale published by the national professional body of accountants and tax advisers (CNDCEC) and document our checks in a traceable manner.

The law excludes persons who have a relationship with the company that could impair their independence. Before accepting an engagement, we therefore check whether existing advisory services provided by our firm are compatible with the control function.

What you can expect from us

We raise any weaknesses identified at an early stage and explain clearly what action is needed. We plan our controls on a risk-based approach and agree the required documents with your administration.

Thanks to our experience in tax law, accounting and business consulting, we can assess matters quickly. For companies with foreign shareholders, we also explain the Italian rules in German.