The term Corporate Governance refers to the system and rules by which companies are managed and governed. This system is one of the pillars of the Company's business model and, supplementing Eni's business strategy, is designed to sustain the relationship of trust between Eni and its stakeholders and to help achieve business results, creating sustainable long-term value.
When developing its corporate governance system, integrity and transparency were the key principles on which Eni focused. The system is also structured in accordance with applicable general and specific regulations, as well as with the Company's By-laws and Code of Ethics, and with the recommendations set out in the Corporate Governance Code of Listed Companies which Eni has adopted, as well as internal rules and best practices in this field.
Eni is a public company and its shares are listed on the regulated markets of Milan and New York. The Company has a traditional administration and control system whereby corporate management is the responsibility of the Board of Directors and monitoring functions are allocated to the Board of Statutory Auditors. The Company's accounts are also independently audited by an accredited audit firm.
The Shareholders' Meeting is the forum through which the owners of the Company exercise their responsibility for the most significant decisions affecting the business of the Company. These include appointing and removing the Board of Directors, The Board of Statutory Auditors and their Chairmen, as well as the audit firm, establishing their compensation, and to approve the Company's financial statements. Furthermore, the Shareholders' Meeting approves amendments to the By-laws and extraordinary operations, such as capital increases, mergers and demergers.
The Board of Directors has delegated part of its management powers to the Chief Executive Officer and determined, in accordance with the Corporate Governance Code, that the Head of Internal Audit will report to the Board, and on its behalf, to the Chairman. In addition, the Chairman carries out her statutory functions as legal representative managing institutional relationships in Italy, together with the CEO.
Furthermore, the Board has formed four internal committees to provide it with recommendations and advice in specific areas.
The roles of the Chief Executive Officer and the Chairman are separate and both represent the Company.
Eni is subject to the general rules governing listed companies, as well as special regulations regarding its corporate activities.
The fact that the Italian Ministry of the Economy and Finance is a relevant shareholder, means that the financial management of the Company is also reviewed by Italy's Court of Auditors (Corte dei conti) and is subject to the application of special provisions.
The Company is also subject to provisions associated to the fact that Eni holds strategic assets in the energy sector (so-called Golden powers of the Law No. 56/2012) and to shareholding limits.
The clauses in the By-laws concerning the former special powers pursuant to article 2 of the Law No. 474/1994, as well as related implementing provisions have ceased to be in effect with the entry into force of the regulation which identifies strategic assets in energy sector (DPR No. 85/2014).
The By-laws define the primary rules for the management of the Company, while the Corporate Governance Code, which Eni has adopted, describes the governance system put in place by the Company. An annual Corporate Governance Report provides detailed information on the corporate governance system and the shareholding structure.
Last updated on 01/09/14