The Eni ICRMS is structured along the following three levels of internal control:
The structure of the first and second control levels is consistent with the size, complexity, specific risk profile and with the regulatory environment in which each company operates.
The third level of control is exercised by the Internal Audit Unit of Eni SpA, which, on the basis of a centralised model, performs its controls using a risk-based approach to the overall Eni ICRMS, monitoring Eni SpA and the subsidiaries.
To ensure the integrity, transparency, propriety and effectiveness of its processes, Eni adopts rules for the performance of business activities and the exercise of powers, guaranteeing observance of the general principles of traceability and segregation.
Each component of that system is supplemented by the Company’s Code of Ethics, which identifies the fundamental values, among others, of the formal and substantive legitimacy of the conduct of the members of corporate bodies and all employees, and transparency, also in term of accounting, and the dissemination of a mentality directed at the exercise of control.
Eni is fully aware that investors rely on the full compliance of the corporate bodies, management and employees with the set of rules making up the corporate internal control system.
On July 28, 2010, Eni’s Board of Directors approved the basic guidelines for the New Eni Regulatory System, with the goal of rationalising, supplementing and simplifying Eni’s regulatory system.
On June 23, 2016 Eni’s Board of Directors approved an update of the Fundamental Guidelines to bring the Regulatory System into line with Eni’s current organisational structure, better integrating it with corporate processes and making it easier or the subsidiaries to use.
In order to face the risks that arise in the course of its business, as of 2009, Eni has adopted an "Anti-Corruption Compliance Program" which is a wide-spread system of rules and controls that serve the purpose of preventing corruption and that were prepared in line with the "zero tolerance" principle expressed in Eni’s Code of Ethics, with the currently applicable anti-corruption regulations and with international best practices. Eni’s current anti-corruption regulations are contained in the Anti-Corruption Management System Guideline ("MSG"), which was approved by Eni’s Board of Directors in 2014, to prevent any type of corruption involving public officials or private parties, also in light of the UK Bribery Act. This MSG is connected with additional Anti-Corruption Regulatory Instruments that contain more detailed regulations.
All of Eni SpA’s subsidiaries, both in Italy and abroad, are required to adopt the MSG and the Anti-Corruption Regulatory Instruments by means of a resolution of their own Board of Directors. Furthermore, Eni will do what is possible to ensure that companies and entities not controlled by Eni will respect Eni’s anti-corruption standards. In order to ensure the effectiveness of the Anti-Corruption Compliance Program, a dedicated "Anti-Corruption Compliance" organizational structure was created in order to provide specialized anti-corruption support to Eni and Eni’s unlisted subsidiaries in Italy and abroad. This unit is part of the "Integrated Compliance" department, directly reporting to the CEO of Eni SpA. The Anti-Corruption Compliance unit will also assess the integrity, professional reliability and reputational "due-diligences" carried out for potential counter-parties, as well as any "red flags" (or alarm signals) and to carry out the contract controls in areas at risk of corruption, also through periodic reporting to the control bodies and the watch structure of Eni SpA. To increase the efficiency of the strategy for contrasting corruption, Eni invests in continuous training programs in Italy and abroad in order to provide suitable knowledge about anti-corruption laws and internal anti-corruption regulations, as well as information about how to recognize and manage red flags.
Eni’s Anti-Corruption Compliance Program is constantly reinforced and updated, also taking international standards and best practices into account.
In January 2017, the audit process carried out by a leading Italian company regarding the conformity of Eni SpA's Anti-Corruption Compliance Program with the requirements of the standard ISO 37001:2016 "Antibribery Management Systems", the first international standard regarding anti-corruption management systems, was completed with a positive result. In order to maintain this certification, Eni SpA is subjected to yearly monitoring audits by certifying bodies in order to ensure, by means of evaluating documents, the suitability of the design, and, by means of audits and interviews in the field, its implementation and operativeness. In particular, in December 2017 and December 2018, the certifying body performed two monitoring audits by interviewing the functions of reference and by examining a sample of documentation. Both monitoring audits had a positive result.
The discipline of the “administrative liability of legal entities deriving from offences” (Legislative Decree 8 June 2001 no. 231), on which Eni’s Model 231 is based, decrees that companies may be subject to fines or other punishments for offences committed or attempted – in Italy or abroad – in the interest/for the benefit of the company by its representatives, Directors or managers, or one of its financially and functionally autonomous organizational units. This also applies to those with even de facto management and control responsibilities (such as senior managers) and to anyone subject to the direction or supervision of all the people mentioned above.
Eni’s Model 231, of which Code of Ethics is an integral part and essential general principle, was adopted for first time by Eni’s Board of Directors in December 2003 - January 2004 and subsequently amended (finally on the 23rd November 2017). At the same time when Model 231 was adopted, Eni’s Board of Directors created also a Supervisory Board (“Watch Structure”) to oversee the Model’s effectiveness to report on its implementation to the top management. The Watch Structure is made up of internal and external members, including the Chairman, with specific requirements. The same Watch Structure performs the functions of Guarantor of the Code of Ethics.
Responsibility for updating Model 231 lies with the Chief Executive Officer, with the exception of modifications to the General Principles, which must be approved by the Board of Directors after prior notification to the Board of Statutory Auditors. Eni encourages the adoption and effective implementation by all the subsidiaries of adequate systems for the prevention of the risks of corporate responsibility deriving arising from crime. To this aim, the rules of Eni internal regulatory system ensure that all Subsidiaries of Eni adopt, in the management of the activities at risk of corporate liability, control principles and instruments that are consistent with the control principles and instruments laid down in this Model 231.
The representatives designated by Eni SpA in the corporate bodies of the companies in which stakes are held, consortia and joint ventures shall promote the adoption of systems to prevent the risk of corporate responsibility deriving from a crime, consistently with the measures adopted by the companies of the Eni group.
Eni’s Board of Directors approved rules to ensure procedural transparency and probity relating to all transactions in which a director or a statutory auditor has an interest, as well as transactions with related parties.
The rules, which distinguishes the discipline of the transactions due to their relevance, incorporates relevant Consob Regulations, extending them to all transactions carried out by subsidiaries with related parties of Eni with the aim of providing protection, extending also the definition of related party.
The Board of Directors gave a central role to independent directors appointed to the Control and Risk Committee, or to the Compensation Committee in case of operations on remuneration.
In order to ensure the effective monitoring of operations, the CEO is required to present to the Board of Directors and to the Board of Statutory Auditors, bi-monthly and six-monthly, details on the operations carried out during the reporting period. With regard to public disclosure, the relevant provisions of the Consob Regulations have been fully adopted.
The rules were lastly amended on 4 April 2017 in view of further alignment with the relevant benchmarks and best practices in the area, in particular on the small amount thresholds, on the aggregation of small amount transactions and on periodic disclosure to corporate bodies.
The commitment to respect - effective, substantive and zero-tolerance - of the rules (Antitrust) aimed at the creation and maintenance of a competitive market context - that is, a market context that encourages companies to excel in quality, economy and innovation of the products and services provided - is one of the fundamental values of the Eni Code of Ethics and its corporate culture. In order to ensure full compliance with the Antitrust Rules, more than ten years ago Eni has adopted a special regulatory instrument. It has introduced - within Eni itself and its Italian and foreign subsidiaries - knowledge of Antitrust legislation and ensuring the adequate prevention of violations. In the context of continuous improvement, this regulatory tool was updated in 2011 and lastly completely revised to turn it into an Antitrust Compliance Program, approved by the Board of Directors in April 2017 and encoded within the "Management System Guidelines Antitrust "(MSG Antitrust), which in turn provides for the adoption of further regulatory instruments of further detail. In line with the international best practices which inspired it, the Compliance Program Antitrust is based on three fundamental pillars: prevention, monitoring and sanctions, as well as the zero tolerance criterion: the conviction of acting for the Company's greatest profit cannot in any case make tolerable a breach of antitrust law.
In order to ensure the correct application of the Compliance Program Antitrust and to ensure its effectiveness, the organizational structure "Antitrust, Consumer Protection, Privacy and Financial Regulations Legal Compliance" operates under the direct responsibility of the Executive Vice President of the Integrated Compliance Department of Eni SpA. This structure, through the "Antitrust Compliance Unit", carries out the activities of preventing and monitoring the Antitrust risks through, inter alia: (i) staff training; (Ii) the prior analysis of sensitive business initiatives - in accordance with a stream of interlocutors with punctually coded business functions - for the definition of possible antitrust risk mitigation measures; and (iii) the periodic mapping of areas exposed to antitrust risks, resulting in measures to prevent and / or mitigate them.
Market Abuse - Market Information Abuse (Issuers) Procedure
Eni recognizes that information is a strategic asset and as such it must be managed to safeguard the interests of the Company, its shareholders and the market.
The Eni Board of Directors approved the Market Information Abuse (Issuers) Procedure, acting on a proposal from the CEO, with the favorable opinion of the Control and Risk Committee.
The Procedure, updating for the “issuers” Eni’s previous procedure, incorporates the amendments introduced by the European Regulation No. 596/2014/EU of 16 April 2014 and by the related implementing Regulations, as well as by national laws, taking into account the Italian and foreign institutional positions.
The Procedure, in tracing the evolution of “company information” within Eni, regulates the principles of conduct for preserving its confidentiality, in order to ensure that members of the corporate bodies, employees and people working on behalf of Eni respect these principles while performing the duties assigned, as set out also in Eni's Code of Ethics and in the corporate security measures.
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