Model 231 The Board of Directors has adopted its own organisation, management and control model pursuant to Legislative Decree No. 231 of 2001 (“Model 231”) to prevent crimes mentioned in the legislation on corporate administrative responsibility for crimes committed in the interest or to the advantage of the company, and it has set up a Watch Structure equipped with autonomous powers of initiative and control, in compliance with the law. Most recently on 30 July 2013, the Board of Directors approved the new Model 231, which was updated with regard to the new crimes of “private corruption”, “undue inducement to give or promise benefits” and [...]
[...] their respective areas of responsibility, with the Board of Statutory Auditors, the External Auditors, the Watch Structure, the Executive Responsible for preparing corporate accounting document, the Head of ERM and the Internal Auditor; - examination of the various initiatives adopted by Snam, including through assigning mandates to consultancy firms and experts, on specific matters identified, in consideration of the content of the Italgas Judicial Administrators’ Report. The Committee also received information on an ongoing basis on the matter’s development and its implications during meetings of the Control and Risk Committee and of the Board of Directors, [...]
[...] activities will not be able to influence them; (ii) the members of the boards of directors and watch structures and the executives of Eni and its subsidiaries may not be part of the corporate bodies of or hold executive offices at CDP or Snam and their subsidiaries, nor may they enter into any direct or indirect professional or financial relationship with said companies, and vice versa58. As indicated in Section II, Paragraph 2 above, the Prime Ministerial Decree of 25 May 2012 also provides that the voting rights of Eni (or of other producers or suppliers of gas and/or electricity or of their parents, subsidiaries or associates) at Snam’s Shareholders’ Meeting [...]
[...] CEO; Board of Statutory Auditors; Control and Risk Committee External Auditors; Anti-Corruption Lawyer; Watch Structure; Director of Planning, Administration, Finance and Control. With reference to the notifications relating to the Subsidiaries, the reports, insofar as relevant, are sent to the Chief Executive Officers of each Subsidiary concerned, as well as to the related Control and Supervisory Bodies. The Notification Procedure is available on the Company’s website (http://www.snam.it (PDF)).
[...] optimise its effectiveness; (iv) to submit a half-yearly report on its monitoring activities to: (a) the Watch Structure; (b) the Board of Statutory Auditors; (c) the Control and Risk Committee; and (d) the Director of Planning, Administration, Finance and Control. Planning, Administration, Finance and Control, the duties of which include: overseeing activities pertaining to budgeting, treasury and insurance against financial and business risks, as well as relationships with banking, financial and insurance counterparties; defining strategies for the management of financial risks and drawing up the Group’s insurance programme; insuring against financial risks [...]