eni

CORPORATE GOVERNANCE

 

NYSE Governance Standards

Eni is an Italian company with shares listed on the stock exchange of Milan and is subject to the authority of the National Commission for Companies and the Stock Exchange (Consob) as well as the supervisory activities of the market management company "Borsa Italiana SpA "  whose Corporate Governance Code adheres.
Eni shares are also listed on the New York Stock Exchange (NYSE) through the American Depositary Receipt (ADR) program. Eni is therefore subject to the authority of the SEC (Security Exchange Commission) and must comply with US regulations relative to foreign issuers listed on the NYSE. One of the required obligations involves reporting the primary differences between national corporate governance standards and those followed by US companies. The comparison is published in the annual report (Form 20-F) which the “foreign private issuers‘ listed on US markets must file with the SEC within the first six months from the end of the year, in accordance with Sections 13 (a) and 15 (d) of the "Securities and Exchange Act" of 1934.

The governance structure of Eni follows the traditional model defined by the Italian Civil Code which provides for two separate corporate bodies, the Board of Directors  and the Board of Statutory Auditors, which are respectively allocated the functions of governance and control. This model differs from the so-called "one-tier" (monistic) system required by US regulations in which the Board of Directors is the only corporate body with governance functions along with an Audit Committee with supervisory powers.

Primary differences between corporate governance practices applied by US companies on the basis of NYSE standards and those applied by Eni (Section 303A.11 of the NYSE Manual)

Independents Directors

Meetings of Non-Executive Directors

Committee for Appointments and Corporate Governance

Audit Committee

"Business Conduct and Ethics" Code

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Last updated on 17/05/10