Shareholders meeting 27 th April and 3 rd May Statutory Auditors report on the extension of the Auditing engagement

Transcription

1 Shareholders meeting 27 th April and 3 rd May 2007 Statutory Auditors report on the extension of the Auditing engagement

2 Indesit Company S.p.A. Registered office: Viale Aristide Merloni n. 47, Fabriano (AN). Share capitale: Euro 102,536, fully paid in. Court of Ancona Companies Register, tax code and VAT number: STATUTORY AUDITORS REPORT ON THE 3RD ITEM ON THE AGENDA, ORDINARY BUSINESS. Extension of the auditing engagement conferred on KPMG SpA by the shareholders on 5th May Shareholders, The first three-year engagement of KPMG S.p.A., voted by the shareholders on 5 th May 2004, to audit the Group parent company s and consolidated financial statements, half-year reports and accounting records for 2004, 2005 and 2006 reaches its term with the shareholders meeting called to approve the financial statements at 31 st December Auditing reforms introduced by decree law 303/2006, which partially modified the Consolidated Financial Acts (TUIF), fix a maximum nine year duration (not renewable) for auditing engagements and make it the duty of statutory auditors to make detailed proposals to shareholders regarding the designation of accounting firms. Transitional legislation, moreover, provides that engagements in progress on the date the aforementioned law came into force (25 th January 2007) and whose overall duration (including renewals already operated) is less than nine years may be extended, no later than the first shareholders meeting to approve financial statements, in order to bring their overall duration to nine years. The statutory audit committee of Indesit Company S.p.A., acting with the Company s internal control committee, has spoken with the management about the advisability of availing itself of the faculty provided for by the law to extend its accounting firm s engagement to the maximum legal term, ie. up to the shareholders meeting to approve the financial statements al 31 st December 2012, as allowed under the aforementioned provisions of the law. In view of the opinions of the management and the internal control committee, which the statutory auditors fully endorse, the statutory auditors have decided to propose said extension. Said decision was taken for the following reasons: 1. as KPMG S.p.A. has been the main accounting firm retained by Indesit Company S.p.A. Group (covering 99% of its consolidated assets and revenues) for the last three years, it is in a position to guarantee continuity in auditing work; 2. the economic terms offered by KPMG S.p.A. are substantially the same as those for its current engagement and are consistent with the work it has to do; 3. extension of KPMG S.p.A. s engagement will certainly cost less than changing accounting firms, given the operating and information efficiency that KPMG S.p.A. has developed as the main accounting firm for the whole Group; 4. KPMG S.p.A. has the requisites of independence and professional expertise required by law. Regarding the proposed hours of work and fees: - the accounting firm s hours and fees have undergone certain changes with respect to those approved by the shareholders meeting on 5 th May 2004; apart from Istat index-linked rises, there have been increases in hours and fees due to extra workload arising from new legislation and widening of the consolidation area since the date of its original engagement; - on the other hand, thanks to modifications to accounting and administrative procedures (and 1

3 especially the centralization of certain subsidiaries admin. services), our accounting firm has decided to lower its estimates of times and fees. This offer is appropriate to the Group s needs and the auditing work required. The statutory audit committee therefore puts the following resolution to the vote: Having heard the statutory auditors report and taking note of the favourable opinion of the management and the internal control committee, this meeting of the shareholders, voting by raising of hands, resolves 1) to extend the engagement of KPMG SpA. in 2007, 2008, 2009, 2010, 2011 and 2012, and in any case up to the shareholders meeting called to approve the financial statements at 31 st December 2012, for the following assignments: a) auditing of the separate financial statements of Indesit Company SpA and the consolidated financial statements of the Group that it controls, pursuant to art. 159, clause 1, decree law 58/98; b) auditing, over the year, of the Company s accounting process and its representation of business events in its accounting records, pursuant to art. 155, clause 1a), decree law 58/98; c) auditing of consolidated 1 st half reports limited to the extent provided for in Consob communication , 20 th February 1997, up to the 1 st half report at 30 th June 2012; 2) to fix the fees of KPMG SpA for the work specified in 1) above at 1,728, for a total of 16,340 hours, as per the table in Annex A hereunder; 3) that said fees be subject to annual review (1 st review 1 st July 2007) on the basis of the overall change in the ISTAT cost of living index against the previous year; 4) that fees recognized as indicated above may be raised to meet actual work done if during the engagement exceptional or unforeseen circumstances required modifications to estimated resources and times. Milan, 20 th March 2007 Statutory Audit Committee, Indesit Company S.p.a. Angelo Casò Demetrio Minuto Paolo Omodeo Salè 2

4 Annex A: Financial statements 1 st half report Total hours and fees for each of the years from 2007 to 2012 Hours Fees Hours Fees Auditing of the financial statements of Indesit Company S.p.A. a. Audit procedures for the financial statements of Indesit Company S.p.A. excluding activities covered by b) and c) below b Auditing of the accounting process c. Audit procedures for the financial statements of minor equity investments (1) Total Auditing of the financial statements of foreign subsidiaries by KPMG S.p.A. through its local correspondents - Indesit Company International Business S.A. (RC) Indesit Company France S.A. (RC) Indesit Company UK Finance Llp (RC) Indesit Company Portugal Electrodomésticos S.A. (RC) Indesit Company International BV (RC) Indesit Electrodomésticos S.A.. (RC) Indesit Company Deutschland GmbH (RC) Indesit Company Belgium S.A. (RC) Indesit Company Ceska s.r.o. (RC) Indesit Company Luxembourg S.A. (RC) Indesit Company Financial Services Luxembourg S.A. (AB) Total Auditing of the financial statements of foreign subsidiaries by KPMG foreign correspondents - Closed Joint-Stock Company Indesit International (2) (RC) Indesit Company Polska Sp.zoo (2) (RC) Indesit Company Beyaz Esya Sanayi ve Ticaret A.S. - Indesit Company Beyaz Esya Pazarlama A.S. (RC) Indesit Company UK Ltd (2) (RC) Indesit Company Magyarorszag Kft (RC) Wuxi Indesit Home Appliance Co. Ltd (RC) Total Auditing of the Group s consolidated financial statements Sum total

5 (RC) Full audit (LP) Limited audit (AB) Analysis of financial statements (1) Aermarche S.p.A., Fabrica Portugal Sa, Indesit Company Ireland Reinsurance Ltd, Scholtès Nederland Bv, Indesit Company Bulgaria Ltd, Indesit Company Singapore Pte. Ltd, Indesit Company Norge Ltd, Indesit Company Domestic Appliances Hellas Mepe e Indesit Company Österreich GmbH. (2) Fees are stated in local currency in the following amounts: Currency Financial statements 1 st half report Closed Joint-Stock Company Indesit International RUR 2,716, ,350 Indesit Company Polska Sp.zoo PLN 110,955 35,548 Indesit Company UK Ltd GBP 165,579 15,326 Conversion to Euro was at the following rates (amount of foreign currency for 1 Euro): Rouble 34.6 Zloty 3.9 UK sterling 0.68 As agreed, the above detailed fees in roubles and zloty may be reviewed in the event of significant changes in the exchange rates with the US$ in the case of the rouble and the euro in the case of the zloty. 4