Model 231

According to Italian regulations pertaining to the "Administrative liabilities of legal entities deriving from offences" contained with Legislative Decree no. 231 of 8 June 2001 (henceforth, "Legislative Decree no. 231 of 2001"), legal entities, including limited companies, may be held liable - and therefore sanctioned by financial means or criminal proceedings – in relation to certain crimes which are committed or attempted in Italy or abroad in the interest or for benefit of the Company. The companies may, in any case, adopted organizational, managerial and control models which are suitable for preventing the crimes themselves.
With regards to this issue, the Board of Directors of Eni SpA – in its meetings of 15 December 2003 and 28 January 2004 – approved the organizational, managerial and control Model pursuant to Legislative Decree no. 231 of 2001 (henceforth, "Model 231") and created the relative Watch Structure. The composition of this Body – initially composed of only three members – was modified by the Board of Directors in its meeting of 7 June 2007 with the inclusion of two external members, one of which was appointed the Chairman of the Watch Structure itself. The internal members are represented by the Senior Executive Vice President of Legal Affairs, the Executive Vice President of Human Resources and Organization and the Senior Executive Vice President of Internal Audit Department of the Company (or their direct reports).
In the meantime and following approval of the model - as a result of the legislative actions taken with respect to the scope of application of Legislative Decree no. 231 of 2001, the Chief Executive Officer provided for the implementation of three addenda (respectively relative to "Crimes For Puroposes of Terrorism or Subversion of The Democratic Order And Crimes Against Individual Personality", "Market abuses, Savings protection and Rules Governing  Financial Markets" and "Transnational Crimes").

In its meeting of 14 March 2008, the Board of Directors approved the overall updating of Model 231 in relation to Eni's organizational changes and developments on the part of authorities and case law as well as on the basis of other issues deriving from the application of the Model, including experiences from legal disputes, practices of Italian and foreign companies with regards to these models, the outcomes of monitoring activities, the results of internal auditing activities and regulatory developments.

The synergies between the Code of Ethics - an integral part and general principle of Model 231 that can not be derogated – as well as the Model are highlighted by the assignment of the functions of Guarantor of the Code of Ethics to the Watch Structure of Eni Spa. Similarly, each subsidiary assigns Guarantor functions with respect to the Code of Ethics to its own Watch Structure. The Watch Structure monitors the effectiveness and adequacy of Model 231 and reports on its implementation, approves the annual program of supervisory activities and communicates the outcomes of activities implemented during the year in relation to assigned tasks. In order to guarantee maximum effectiveness in operations, informational flows are planned with respect to the Watch Structure and from the latter to the highest corporate offices: information is sent to the Chairman and the Chief Executive Officer - who informs the Board of Directors as part of the reporting of the year on the exercising of granted proxies - as well as the Internal Control Committee and the Board of Statutory Auditors. Training and/or communication activities with respect to the model – differentiated on the basis of recipient – are planned, including for third parties and the market.

Model 231 of Eni SpA represents a collection of principles and is the point of reference for subsidiaries; it is sent to each  subsidiary so that they may adopt and/or update their models. Subsidiaries listed on the stock exchange and those of the gas and electricity sector which are subject to unbundling regulations adopt their own model and adjust it as necessary, in accordance with their own company peculiarities and the principle of managerial autonomy.
The representatives indicated by Eni in the corporate bodies of partially owned companies, in consortia and joint ventures promote the principles and contents of Model 231 within their respective spheres of competence. Control tools (structured on general and specific standards) are established in order to regulate Company activities that are considered as "sensitive" for the purposes of preventing the crimes pursuant to Legislative Decree no. 231 of 2001 and, in compliance with legal provisions, a disciplinary system for sanctioning potential violations of Model 231 has been introduced.

Model 231 is updated in the case of new legislation or in the case of periodical revisions that are also associated with organizational changes or in the case of significant violations of the model. A special "Multifunctional Team" established by the Chief Executive Officer ("Team 231") retains the task of drafting updating proposals.