In Italy, the Collegio sindacale (Board of Statutory Auditors) is a distinctive governance body that does not perfectly correspond to any single institution commonly found in other jurisdictions. It is an internal corporate body entrusted with ongoing supervisory duties over the Italian companies management and governance processes. It may be helpful to view the Collegio sindacale as a mechanism designed to strengthen corporate oversight from within the company’s organisational structure, while remaining separate from the directors and the external auditor responsible for the statutory audit of the accounts. Its purpose is to protect the interests of the company, its shareholders (particularly minority shareholders), and third parties dealing with the company.
The appointment of the Collegio sindacale is mandatory in joint-stock companies (società per azioni), whereas in limited liability companies (società a responsabilità limitata), the appointment is mandatory only where the conditions set out in Article 2477, paragraph 3, of the Italian Civil Code are met.
In practical terms, the Collegio sindacale is primarily entrusted with supervising:
- Compliance with the law and the articles of association;
- Compliance with the principles of proper management; and
- The adequacy of the company’s organisational, administrative, and accounting structure, and its actual functioning.
To perform these duties effectively, the Collegio sindacale is vested with powers of initiative and investigation. In particular, it may:
- Carry out inspections and audits;
- Request information from the board of directors regarding the progress of the company’s business and specific transactions or matters;
- Exchange information with the corresponding supervisory bodies of subsidiaries;
- Exchange information with the external auditor or audit firm responsible for the statutory audit of the accounts;
- Challenge resolutions of the shareholders’ meeting or of the board of directors that are contrary to law or to the articles of association;
- Convene a shareholders’ meeting when the relevant legal conditions are met;
- Report censurable conduct to the court where it identifies, or has reasonable grounds to suspect, serious irregularities in management likely to cause harm to the company; and
- Bring liability actions against directors for damage caused to the company.
Regarding liability, Article 2407 of the Italian Civil Code draws a distinction between the statutory auditors’ liability for breach of their own duties and their joint liability with directors for the latter’s acts or omissions, where the damage would not have occurred had the statutory auditors properly discharged their supervisory duties. Statutory auditors must perform their duties with the professionalism and diligence required by the nature of the office, and are responsible for the truthfulness of their certifications.