Board of Directors

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.

Board of Statutory Auditors

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.

Chief Executive Officer

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.

Internal Control Committee

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:

• assesses, in conjunction with the Manager in charge of internal control over financial reporting and the Audit Firm the proper use of accounting principles and their homogeneity for the preparation of the consolidated financial statements;
• in order to express its opinion on the adequacy of the internal control system, assesses: i) internal audit reports also with reference on monitoring activities on the company’s internal control system over financial reporting; ii) reports from the Board of Statutory Auditors and individual Statutory Auditors also for what concerns investigation activities performed by the internal control department on whistleblowing, also in anonymous form; iii) evidence from reports and management letters of External Auditors; iv) reports of the Watch Structure also in its capacity of Guarantor of the Code of Ethics; v) evidence from reports of the Manager charged with preparing financial reports and of the Manager responsible for internal audit,  as well as review and investigations from third parties;
• on request of the CEO, expresses opinions on specific aspects concerning identification of main company risks and designing, implementing and managing the internal control system;
• monitors the activities of the Internal Audit function;
• performs any other task attribute to it by the Board of Directors, in particular expresses an opinion on the internal guidelines for the substantial and procedural correctness of transactions with related parties, playing a relevant role in the analysis and in the final decision process of said transactions, as well as those where a director has an interest of his or third parties behalf.
• reports to the Board at least every six months at the date of the approval of the annual and semi-annual financial statements on the activity performed as well as on the adequacy of the internal control system.

CFO/Manager in charge of internal control over financial reporting

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.

Manager responsible for internal control

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.

Internal Audit

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.