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. This activity is carried out by Eni, acting as data controller, in accordance with the forecasts laid down in the Regulation (EU) 2016/679 ("GDPR") and the principles of correctness and transparency, purpose, accuracy, minimization, preservation, integrity and security, empowerment and protection of the rights of the person concerned. 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 19 September 2019). 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 allows anyone to submit a report on conduct that violates: (i) Code of Ethics, (ii) Model 231 o Compliance models for foreign subsidiaries, (iii) laws, regulations, provisions of authorities, internal regulations, that may cause damage or prejudice to Eni, even if only to its public image. The rules governing this area are contained in the ruling “Whistleblowing reports received, including anonymously, by Eni SpA and by its subsidiaries in Italy and abroad”, approved by Eni’s Board of Statutory Auditors, as the Audit Committee pursuant to SOA regulations.
NOTICE: You can follow this link only for the purposes indicated. If you are an Eni customer and wish to report problems of a commercial nature please follow this specific link.
Alerts may be sent using a special form.
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.
In order to ensure compliance with antitrust rules, which are included among the rules of law protecting fair competition expressly referenced in the Code of Ethics, Eni has adopted specific measures to raise the awareness of antitrust rules within Eni and its Italian and foreign subsidiaries as well as to ensure adequate safeguards to prevent antitrust infringements.
With a view to continuous improvement, these rules have been subsequently updated and most recently transformed, in April 2017, into the Antitrust Compliance Programme, as formalized in the Management System Guideline Antitrust (Antitrust MSG), which applies to Eni and its subsidiaries. In addition, Eni undertakes to exert its influence in the entities in which it does not hold a controlling interest to have them adopting guidelines similar to those of the Antitrust MSG.
As foreseen in the Antitrust Compliance Programme, a specific unit in the company is responsible for assessing the compliance of business initiatives with antitrust rules – identifying the antitrust risks possibly related to the business initiatives and setting out possible mitigating measures – as well as for periodically conducting analyses of the adequacy of the Antitrust Compliance Programme, taking into account the risks faced and the relevant guidelines and best practices, also with a view to suggest possible improvements.
The same unit also takes care of antitrust training initiatives.
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.