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In compliance with the provisions of Italian Legislative Decree 231/2001, the Eni Board of Directors has appointed a collegial-structured 231 Supervisory Body, with the role of supervising the effectiveness of the Eni Model 231 ("Model 231") and assessing its adequacy.
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231 Supervisory Body
The composition of the Eni 231 Supervisory Body and biographies of its individual members.
- Raffaele Ferrara, Chairman (external member)
- Rosalba Casiraghi, Chairman of the Board of Statutory Auditors
- Antonella Alfonsi (external member)
- Ugo Lecis (external member)
- Gianfranco Cariola, Internal Audit Director (internal member).
The Secretary of the 231 Supervisory Body is Gennaro Mallardo, Head of “Business Integrity Compliance".
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Composition and Appointment
Based on a proposal from the CEO in agreement with the Chairman, after consultation with the Nomination Committee and, for the external members, with an opinion from the Board of Statutory Auditors, the Board of Directors determines the composition of the 231 Supervisory Body, appoints its members and the Chairman, who is chosen among the external members, and establishes the relative remunerations.
The Eni 231 Supervisory Body currently comprises 5 members, with the majority not belonging to company structures. External members are selected among professionals with proven skills and experience in economics, organisational and internal control systems and corporate administrative responsibility.
The 231 Supervisory Body term in office coincides with the term of the Board of Directors appointing it. The term of office expires on the date of the Shareholders' Meeting convened to approve the financial statements for the last financial year in the term of the Board of Directors that appointed it. The Body still continues to perform its functions on an interim basis until the new members of the 231 Supervisory Body are appointed. External members may not be re-elected for more than three consecutive mandates.
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Functions
The functions of the 231 Supervisory Body are defined as follows:
supervision of the effective performance of the Model 231 and monitoring its implementation and updating;
review of the suitability of the Model 231, i.e. its real (and not merely formal) ability to prevent unlawful conduct pursuant to Italian Decree 231/2001;
analysis to check that the effectiveness requirements of the Model 231 are maintained over time;
reporting to the Company on the need to update Model 231, where adjustments are required in relation to changed company and/or regulatory conditions.
In carrying out these activities, the 231 Supervisory Body:
approves the Supervision Program, in line with the principles and content of the Model 231, and in conjunction with the audit plan defined by Internal Audit; coordinates the implementation of the Supervision Program and implementation of scheduled and unscheduled controls;
carries out possible targeted checks on specific procedures/processes, operations or certain actions, put in place within the scope of business activities identified with a potential risk for crime, also with the support of company functions;
manages the relevant information flows with the other company functions;
checks on the initiatives for the dissemination of knowledge and an understanding of the Model 231 for the relevant recipients, as well as on the training of personnel and raising their awareness on compliance with the principles contained in the Model;
carries out any other task assigned by Italian Legislative Decree 231/2001 or the Model 231.
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