The Eni Corporate Governance Code clearly and completely reports the governance system of the Company in light of the Corporate Governance Code of Borsa Italiana with provisions that aim to further increase the quality level of the corporate governance. In particular:
- Directors must take into account the interest of all stakeholders when creating value for shareholders;
- the minimum reporting frequency to the Board on the part of Directors with proxies has been reduced from three to two months;
- for the purposes of the self-assessment of the Board, it is possible to utilize the services of a specialized external consultant in order to ensure that the implemented work is objective;
- the commitment of Directors and Auditors to stay in office until they are capable of ensuring sufficient time for implementing their tasks has been emphasized;
- the internal Committees of the Board required by the Code (Committee for Internal Control and Compensation Committee) may not be composed of a number of Directors which represent a majority in the Board in order to not alter the process for Board resolutions;
- at least two members of the Internal Control Committee must have adequate knowledge in the accounting and financial fields (the Corporate Governance Code of Borsa Italiana only requires one);
- the opinion of the Internal Control Committee in relation to rules for ensuring transparency as well as substantive and procedural fairness during operations with related parties – and operations involving a Director with specific interests - have been introduced. The Committee has also been ascribed a significant role in the preliminary phase of operations with related parties, in compliance with sector principles and best practices;
- The appointment of an Officer in charge of Internal Control is implemented through a proposal to the Board which is not only formulated by the Chief Executive Officer but jointly with the Chairman after consulting with the Internal Control Committee, following the Board resolution of 30 October 2008, such modalities are also applied to the Senior Executive Vice President of Internal Audit.
When adopting the Code, the Board of Directors also simultaneously approved several executive resolutions, in particular:
- The functions of the Board of Directors ensure that this corporate body is in an absolutely central position with respect to the corporate governance system of the Company and retains ample competencies, even in terms of Company and Group organization and the internal control system;
- The most significant operations of the Company and its subsidiaries have been defined and presented to the Board for approval, particularly with regards to situations in which the Directors retain personal or third party interests as well as operations with related parties;
- the Board of Directors has been reserved a central role in defining sustainability policies and approving the sustainability financial statements which are also presented to the Shareholders' meeting;
- Subsidiaries of strategic relevance have been identified;
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the maximum number of offices held by Directors in other companies has been identified in order to ensure that these Directors dedicate sufficient time to effectively implementing their tasks;
- The principle of compliance with the managerial autonomy of listed subsidiaries and of companies subject to separate administrative and accounting regimes (unbundling) has been explicitly stated, in accordance with sector regulations and with the commitment to comply - with respect to these companies - with the provisions of the Code that pertain to issuer shareholders.
For the purposes of implementing the provisions of the Code, the Board of Directors appointed - for the first time in 2007, thereby confirming this resolution of 30 October 2009 – the Senior Executive Vice President of Internal Audit as the Officer in charge of internal control of Eni following consulting with the Internal Control Committee.
The Board of Statutory Auditors adhered to the Code relative to the Board and its components.
Eni Corporate Governance Report - published at the time of approval of the 2008 financial statements – provides detailed information on the application and implementation tools relative to the Eni Corporate Governance Code.