The internal control system involves roles and responsibilities of all company actors.
B. O. D.
B. of Statutory Auditors
C.E.O.
I.C.C.
C.F.O.
Manager I.C.
Int. AuditThe Board of Directors plays a central role in internal control by defining the basic aspects of the organizational, administrative and accounting structure of the company, the main subsidiaries and the Group. Examined the proposals from the Internal Control Committee, it designs the guidelines for the company’s internal control system so as to ensure that the company and its subsidiaries risks are correctly identified, measured, managed and monitored. In the definition of these guidelines the Board applies the industry’s standards taking into account reference models and domestic and international best practices. In its meeting of March 13, 2009, the Board, examined the report of the Internal Control Committee, assessed that the company’s internal control system is adequate compared to the Company’s features, efficient and effectively operating.
The Board of Directors plays a central role in internal control by defining the basic aspects of the organizational, administrative and accounting structure of the company, the main subsidiaries and the Group. Examined the proposals from the Internal Control Committee, it designs the guidelines for the company’s internal control system so as to ensure that the company and its subsidiaries risks are correctly identified, measured, managed and monitored. In the definition of these guidelines the Board applies the industry’s standards taking into account reference models and domestic and international best practices. In its meeting of March 13, 2009, the Board, examined the report of the Internal Control Committee, assessed that the company’s internal control system is adequate compared to the Company’s features, efficient and effectively operating.
The CEO is entrusted by the Board of Directors with the task of over sighting the functioning of the internal control system. At this end, he identifies the major corporate risks and, implementing the guidelines on the internal control system approved by the Board, provides to their design, implementation and management. The CEO is also entrusted with monitoring the overall efficacy and efficiency of the internal control system, seeing that it is adapted to the company’s operations and applicable laws.
The Internal Control Committee was established in Eni in 1994 and is entrusted with advisory and consulting tasks in respect of the Board in the matter of internal control system. The Committee performs the following main tasks:
Under applicable laws, this Manager is responsible for internal controls over financial reporting and at this aim designs the administrative and accounting procedures for the preparation of periodic financial reporting and any other kind of financial information, confirming in a certification, to be signed with the CEO, on the parent company’s annual financial statements, and in the Group interim and annual consolidated financial statements their adequacy and effective application, during the periods of reference of the mentioned financial reports. The Board of Directors supervises so that this Manager has adequate powers and means to carry out the tasks given to him, as well as on the actual observance of relevant administrative and accounting procedures. The Manager’s activity is based on the “Guidelines on internal control over financial reporting‘, designed in accordance with the Italian law and the Sarbanes-Oxley Act of 2002 (SOA) which Eni has to comply with as its securities are listed on the New York Stock Exchange (NYSE), and approved by the Board of Directors on June 20, 2007.
The Manager responsible for internal control, appointed by the Board of Directors, on proposal of the CEO, in agreement with the Chairman and after opinion of the Internal Control Committee, is primarily entrusted with the task of: i) monitoring that the internal control system is always adequate and fully operating, ii) expressing an opinion on its adequacy. This Manager does not hold any responsibility over operating areas, has direct access to the information required for performing her duties, has adequate means for performing her duties and reports, through the Internal Control Committee, to the Board of Directors, as well as to the Board of Statutory Auditors and the CEO, with periodic reports.
The Board of Directors, on 30, October, 2008, has approved the "Guidelines on Internal Audit", to define its aims, scope and functioning in line with landmark best practices. The Internal Audit Department provides to the CEO and, through the Internal Control Committee, to the Board of Directors and also to the Board of Statutory Auditors, as Audit Committee under the SOA, audits, analyses, assessments and recommendations on the design and functioning of the internal control system of the company and the Group, in order to promote its efficiency and efficacy. The Internal Audit reports to the CEO, as person in charge of the monitoring of the functioning of the internal control system; the Internal Control Committee has the task of monitoring Internal Audit activities. The Internal Audit department performs its tasks on account of Eni S.p.A. and of those subsidiaries in which the company holds the majority of the voting capital, except for listed subsidiaries and subsidiaries either subject to unbundling regulations or subject to the surveillance of the Bank of Italy. Those subsidiaries have their own Internal Audit departments.
Last updated on 01/09/09