Anti-Corruption Procedures

In the past years Eni has actively taken part in the fight against corruption by expressly prohibiting in its Code of Ethics "practices of corruption, unlawful favours, collusive behaviours, direct or indirect solicitations for personal benefits and career gains for oneself or for others." All Eni personnel are required to comply with the Code of Ethics, which must be expressly accepted by all suppliers during their qualification process.

By adhering to the Global Compact and particularly to its 10th Principle, Eni has committed to respect the principles of the United Nations Convention Against Corruption (UNCAC), the principles of the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions and the Business Principles for Countering Bribery issued by Transparency International.

Eni's commitment was also further strengthened by the issuance, after due approval by Eni's Board of Directors, of the Anti-Corruption Compliance Guidelines and first two Anti-Corruption Ancillary Procedures, relating respectively to joint venture agreements and intermediary agreements. These regulations were followed, in 2010, by the Ancillary Procedures regarding non-profit initiatives, sponsorship contracts, courtesy expenses towards third parties, the sale of property, the distribution of gifts and the purchase and sale of goods/rentals. Moreover, specific provisions were added to the procedures that discipline personnel recruitment, reimbursement, accounting policies and the acquisition of consultancy and professional servicies. Other procedures on specific issues are currently being reviewed.

The Anti-Corruption Compliance Guidelines and the Anti-Corruption Ancillary Procedures are aimed at providing a framework of the anti-corruption rules and procedures implemented over time in order to maximise Eni's compliance with the Code of Ethics, Model 231 and the national and international laws applicable in Italy and abroad.

Therefore, both the Anti-Corruption Compliance Guidelines and the Anti-Corruption Ancillary Procedures are adopted by all controlled subsidiaries of Eni, both in Italy and abroad, with a resolution issued by the Board of Directors (or by the corresponding company body/unit).

Moreover, during the course of the past year, new standards for the so-called "Administrative Liability" contractual clauses were issued: their latest versions are based on Decree no. 231/2001, as well as on the US Foreign Corrupt Practices Act (FCPA), the OECD Convention regarding the Fight against Corruption of Foreign Public Officers in International Economic Operations and the United Nations Convention against Corruption. The internal regulations adopted by Eni on the issue establish the involvement of the Board of Directors of Eni or of the subsidiary – depending on the cases – during the approval phase of the most significant activities.

Furthermore, in accordance with the international best practices, an anti-corruption unit was set up, within the Eni Legal Affairs Department, as a dedicated organizational structure denominated Anti-Corruption Legal Support Unit, in charge of:

• providing specialist legal consulting and support on anti-corruption issues to the business units of Eni and its non-listed subsidiaries;
• monitoring the transposing of the Anti-Corruption Guidelines by Eni subsidiaries in Italy and abroad;
• examining and periodically updating the anti-corruption regulations to ensure their efficacy, by taking into account any gaps and critical issues reported by the relevant units and the evolution in the best practices;
• submitting an annual report on its monitoring activity to the Eni Watch Structure (and receives a similar annual report from the Anti-Corruption Legal Support Unit of listed and unbundled subsidiaries of Eni). The Internal Audit Department of Eni SpA – on the basis of its annual audit program approved by the Eni Board of Directors – analyses and assesses all the activities in an independent manner, so as to help verify whether the provisions of the Anti-Corruption Guidelines have been observed;
• representing Eni in round-table meetings held by Global Compact, in compliance with the tenth principle against corruption;
• and promoting specific seminars on the topic in a variety of contexts. In this scenario, a presentation event was held to inform personnel of the new initiatives adopted by the Company and those it intends adopting in the near future to combat corruption with increasing effectiveness.

A targeted anti-corruption training program for personnel is currently being developed: it will include an "information" course delivered through e-learning modules offering an overview of the anti-corruption issue, in addition to a series of interactive "training" workshops for a more in-depth analysis and discussions on specific topics. During the course of 2010, around one thousand Eni employees were trained with the "training" workshops.

Any suspected or known breach of the anti-corruption laws or Anti-Corruption Compliance Guidelines must immediately be reported in accordance with the provisions set out in the Eni Whistle-blowing policy.

Lastly, Eni requires compliance with the anti-corruption laws by all its business partners. Among business partners, particular attention is dedicated to "Covered Business Partners", i.e. to those business partners who operate in areas at higher risk due to the probability that, in carrying out their activity in the interest of Eni, they have relevant contacts with public officials.

On December 15, 2011, the Board of Directors approved the Management System Guideline Anti-Corruption which replaces the Anti-Corruption Compliance Guidelines of November 12, 2009.