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Diapositiva 1


Fourth Annual Forum on Business Ethics and Corporate Social Responsibility in a Global Economy RESTORING RESPONSIBILITY: THE ACCOUNTABLE CORPORATION – PowerPoint PPT presentation

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Title: Diapositiva 1

Fourth Annual Forum on Business Ethics and
Corporate Social Responsibility in a Global
2007 Marco Stampa Eni Sustainability
Transparency in business means1) governance
and control system to prevent corruption and non
compliant behaviour (Eni Code of Practice (1994,
amended with HR principles in 2003, represents
the general framework in the fields of business
ethics, transparency and accountability, human
resources relations, HSE, community relations and
Human Rights. Specific Policies-Guidelines set
company rules on the single matters)2) be
proactive to engage with stakeholders in a
systematic way3) report on payments to
governments and national authorities in areas of

Governance and anticorruption system
  • In its Code of Practice Eni prohibits not only
    corruption and/or illegal practices but also any
    type of non legitimate behaviour
  • About business ethics, Eni states that
    activities must be performed in full respect of
    the law, in fair competition, with honesty,
    integrity and good faith, with due respect for th
    legitimate interest of its customers, employees,
    shareholders, commercial and financial partners
    and the communities where it is present.
  • To fulfil with these principles, Eni adheres to
    national law and international regulations (i.e.
    OECD guidelines) on accountability by adopting a
    specific Model of Organization Control and

The Model from Decree 231/2001
  • Decree 231/2001 defines and regulates the
    administrative responsibility of persons,
    companies and partnerships. Current field of
    application includes
  • Crimes against Public Administration
  • Corporate Crimes
  • Crimes against democracy and Public Security
    (i.e. terrorism funding!)
  • Crimes against individuals
  • Market abuse
  • Transnational crimes
  • The Model foresees standards and control
    measurement for each crime typology

The Eni Model for Decree 231/2001
  • The Model is communicated to all operating units
  • All subsidiaries mus adopt their own Model in
    line with Corporate standards they have also to
    identify further measures related to their
    peculiar activities
  • A Watch Structure acts as monitoring and
    verification body to check alignment to Eni Model

Training and internal communication
  • Apart from being communicated to all employees
    and managers, the Model is implemented through an
    intensive training program
  • Ad hoc seminars for top managers
  • E-learning initiatives to senior and unit
    managers and key officers. Attendance is
    mandatory and you can pass through the test only
    when 100 score is achieved
  • Other training schemes within the company basic
    training courses for neo-graduates and junior
  • Information initiatives and discussion groups on
    Codes implementation and business ethics are
    also organized

Third parties clauses
  • Legal Dept. has defined clauses for third parties
    (i.e. contractors) for the compliance to Eni
    Model these clauses refer to bid and contract
  • Non compliance is considered as serious
    infringement of Eni rules. The company has the
    power to suspend or even break the contract and
    ask for remediation and cost remboursement in
    case of serious non compliance

Sarbanes Oxley Act (SOA) Control System
  • To adhere to Security and Exchange Commission
    (SEC) recommendations, Eni has adopted the
    Committee Of Sponsoring Organization Report as
    reference model for the assessment of the control
    system. We consider the system effective when and
    if are in place the following
  • An adequate control (corporate governance, human
    resource management, code of practice, etc.) to
    really influence the sensitiveness of control
  • Actions to identify and assess risks
  • Control activities to mitigate identified risks
  • Adequate information system and communication
    flows between top management and operating units
    (and viceversa)
  • Monitoring actions on effectiveness of the whole
    internal control working and design

The Whistle Blowing procedure
  • 26 June 2006 Eni has approved a Corporate
    procedure on Whistle Blowing, even anonymous,
    received by Eni and subsidiaries (external and
    internal whistle blowing referred to any non
    compliant behaviour-practice, fraud,
    irregularity, violation, mobbing etc.)
  • Aim of the procedure is to establish an unique
    information channel for all whistle blowing
    typologies to complete and reinforce the Internal
    Control System to be compliant with Section 301
    of the Sarbanes Oxley Act

Company Internal Control Bodies
  • Bodies in charge of control are therefore
  • Internal Control Comittee (5 non executive
    managers of which 4 indipendent) it surveilles
    adequacy of the Internal Control System
  • Compensation Committee (4 non executives
    managers, of which 3 indipendent) it monitors and
    assesses BoD decisions on top management
  • Board of Statutory Auditors (wthin Italian
    regulation it has the same functions given by SOA
    and SEC to the Audit Committee to USA listed
  • Code of Practice Guarantor (it is adopted in all
    operation units. At Eni is an external person)

Company Internal Control Bodies
  • Code of Practice Committee (in all subsidiaries)
  • Watch Structure according to Decree 231/01. It
    has autonomous powers of control and is
    established in all subsidiaries who have Decree
    231 Model. At Eni corporate is formed by the
    Internal Audit Senior VP, the Legal Dept. Senior
    VP and the Organizational Dept. Senior VP
  • Internal Audit (since July 2005 this position
    reports to both CEO and Chairman and according to
    new Italian Stock Exchange Code, to which Eni
    adheres, he/she reports on his/her work also to
    Internal Control Committee and to Board of
    Statutory Auditors his/her compensation is
    decided by Board of Directors)

Transparency on payments
Transparency in the areas of operations is, in
practical terms, the company attitude to inform
the public on the various kind of payments
(royalties, bonus, profit shares, etc.) from the
companies to governments and national entities in
host countries owning natural resources
Stakeholders interest (NGOs, Investors,
International Financial Institutions), points out
that revenues flows are not oriented to illegal
activities and/or aims not compatible with
socioeconomic development of those
countries. Eni has signed in 2002 an agreement
with ICEM Energy and Chemical sector Trade
Unions on transparency and CSR
Extractive Industry Transparency Initiative
To ensure more transparency from extractive
companies and governments, UK Prime Minister Tony
Blair launched the Extractive Industry
Transparency Initiative (EITI) at Johannesburg
summit 2002. Goals address revenues to
sustainable development and poverty reduction,
reduce risks and conflicts, improve business
After a multistakeholders consultation and
discussion at G8 summits, in 2003 a set of
Criteria and a voluntary reporting template for
both companies and governments have been
published. See web site www.eitransparency.org
Who is doing what
  • Host countries implementing EITI Azerbaijan,
    Kazakhstan,Popular Republic of Congo, Ghana,
    Kirghizistan, Nigeria, Sao Tomé Principe, Timor
    East and Trinidad Tobago
  • Host countries announcing support Angola,
    Bolivia, Cameroon, Chad, Democratic Republic of
    Congo, Equatorial Guinea, Gabon, Niger, Peru and
    Sierra Leone.

Major International oil companies are supporting
EITI and some of them are implementing the model
in local contexts (Azerbaijan Nigeria Angola)
NGOs (Transparency International, Open Society
Institute/Soros, Save the Children) and investors
are pushing companies to support EITI and country
level initiatives. International Financial
Institutions (IMF, World Bank) support EITI.
EITI Eni commitment
  • Eni has attended from the very beginning the
    EITI multistakeholder consultation and on 11 Oct
    2005 joined EITI through a formal top management
  • To support EITI in countries of operations Eni
    participates to local multistakeholder
    consultations and to International Advisory Group
    to implement and develop reporting schemes, once
    legal and commercial constraints are removed with
    general consensus
  • In Kazakhstan a Memorandum of Understanding
    (MoU) with Kazakh Government has been signed in
    2005 by Agip Caspian Sea B.V. (for Kashagan
    project) and by Agip Karachaganak
  • In Nigeria figures on payments to Nigerian
    government on oil related activities have been
    disclosed in 2006 by Eni subsidiary NAOC (see
    table below, also published in Eni Sustainability
    report 2006)
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