Model 231

According to Italian laws regarding the "Liability of legal entities for unlawful breach of administrative regulation triggered by crimes" as defined in Legislative Decree No. 231 of June 8, 2001, legal entities, among them corporations, may be considered liable and therefore subject to sanctions in the form of a fine or a legally-imposed way for crimes committed or attempted in Italy and abroad on their behalf or to their advantage.

Legal entities can adopt organizational, management and control systems adequate for preventing such crimes.

In its meetings of December 15, 2003 and January 28, 2004 the Eni's Board of Directors approved a "Model for organizational, management and control according to Legislative Decree No. 231/2001" and established the relative Watch Structure. The composition of the Watch Structure, originally comprising three members, was then modified by ThE Board of Dirctors by including two external members, one of them appointed as chairman of the Watch Structure.

Internal members of the Company's Watch Structure are Eni's senior Vice-Presidents for Legal Affairs, Human Resources and Internal Audit or their direct reports. Subsequently, due to new laws enlarging the field of application of Legislative Decree No. 231, the CEO provided for the implementation of three Addenda, dedicated to Crimes with terrorist aims or intended to subvert democracy and crimes against individuals, market abuse, protection of savings and discipline of financial market, and transnational crimes, respectively. On March 14, 2008 the Board of Directors approved a complete updating of the Model 231 intended to adapt it to changes in Eni's organizational set-up, recent developments in courts' decisions, studies on this matter and legal framework evolution, experience gained from the actual application of the model, including experiences made in legal proceedings, the practice of Italian and foreign companies in these kinds of models, outcomes of audit and control activities.

The synergies with the Code of Ethics as integral part and general principle of the model 231 are highlighted by the appointment of the Watch Structure as Guarantor for the Code of Ethics. Similarly, subsidiaries appoint their Watch Structures as Guarantors for the Code of Ethics. The Watch structure monitors the efficacy and adequacy of Model 231, reports on the implementation of model 231, approve the annual budget of supervision activities and reports the emergence of any issues and on the outcomes of activities performed in executing its tasks. In order to ensure timely and effective responsiveness, adequate and complete information flows have been implemented to communicate relevant and material information to the Watch Structure who in turn reports to the Chairman, the CEO, who in turn informs the Board of Directors while reporting on exercise of delegated powers, the Internal Control Committee and the Board of Statutory Auditors.Training and/or communication activities are  performed that are tailored to the recipients including third parties or the market.

Eni's Model 231 represents a collection of principles and the reference point for subsidiaries, to which it is transmitted so that they can adopt and/or update their respective models. Group listed companies and companies subject to unbundling adopt their own model, adapting it, when necessary, to the scope and complexity of their activity keeping account of their management autonomy.
Representatives nominated by Eni in the management bodies of associates, consortia and joint ventures promote the principles and contents of Model 231 in their respective areas. Control functions are foreseen (for standard, general and specific issues) in order to organize the specific activities of crime prevention in accordance with Legislative Decree No. 231/2001, and, as provided by the law, a discipline system has been introduced to sanction any violation of Model 231.

Model 231 is updated following new laws approval or in case of periodic updates connected to changes in the company organization or in the event of relevant violations. The CEO established a multifunctional team ("Team 231") in charge with preparing update proposals.