2.6. Formatos de ficción
2.6.5. Sitcom o comedia de situación
The Internal Audit unit of Eni SpA performs its assigned duties: - for Eni SpA and its non-listed subsidiaries (“covered companies”);
- for associated companies, joint ventures or joint operations, including jointly with the other partners, on the basis of specific agreements;
(120) The CEO takes part in the appointment of the Head of the Internal Audit unit and in the other activities described in this section, in his capacity as director in charge of the Internal Control and Risk Management System.
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Reporting to Board, and on its behalf, to the Chairman>
Nomination and removal process>
Oversight of Control and Risk Committee>
Head of Internal Audit unit also reports to Board of Statutory Auditors>
Independenceand other requirements
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Remuneration>
Activity with regard to "covered companies"76
- for non-Group companies considered to be high risk, pursuant to the relevant agreements. Covered companies that, under applicable law, are required to have their own Internal Audit units, will, when possible, entrust such internal audit activity to the Eni SpA Internal Audit unit, under specific agreements.
With regard to the covered companies, all their departments, units, processes and/or sub-processes, IT systems (including financial reporting systems) are subject to Internal Audit, without exception, with regard to the risks and resulting objectives of:
- efficient and effective processes; - reliable financial reporting;
- compliance with the law, regulations, the By-laws and applicable rules, particularly with regard to Model 231 and anti-corruption regulatory instruments;
- protection of capital (as a combined effect of the preceding types of internal audit activities). The Internal Audit unit will provide listed subsidiaries (“Non-covered companies”) that have their own Internal Audit units with tools and methodologies to be used by their Internal Audit units (adapted as appropriate, where agreed).
Furthermore, the Internal Audit unit:
- performs supervisory activities on behalf of the Eni Watch Structure;
- conducts independent monitoring as provided for by the Internal Control System with regard to financial reporting and/or similar duties based upon the internal control models applicable and that are approved by the Board of Directors;
- on the basis of the principles and criteria established, organises and monitors the systematic gathering of the data, information and evaluations need to formulate and update the Audit Plan proposal;
- ensures the necessary flows of information on audits performed and the related periodic reporting to the Chairman of the Board, the CEO, the supervisory and control bodies of Eni and the subsidiaries, where applicable;
- oversees the investigation of concerns reported received by Eni under the relevant internal regulation121 in support of evaluations by the competent control bodies, including the Board of Statutory Auditors of Eni SpA in its capacity as the “Audit Committee” pursuant to US regulations;
- ensures the transmission of whistleblowing reports on violations of the Code of Ethics to the competent Watch Structures (of Eni and the subsidiaries, including in their capacity as Guarantors of the Code of Ethics) for their knowledge and handling;
- ensures the necessary flows of information on the investigations on whistleblowing reports performed and the related periodic reporting to the Chairman of the Board of Directors, the CEO, the Board of Statutory Auditors, the Watch Structure of Eni and of the subsidiaries (excluding listed companies that perform their own investigations), as well as the other persons indicated in the regulations on whistleblowing reports, in line with the relevant internal regulations;
(121) For more information, please refer to the section “Procedure for whistleblowing reports (including anonymous complaints) received by Eni SpA and subsidiaries in Italy and abroad”.
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Eni SpA Watch Structure>
Internal control system as applied to financial reporting>
Information gathering>
Information flows and reporting>
Support for assessments77 - carries out the preparations required for the engagement of the firm that performs the
statutory audit pursuant to applicable law, as well as verifies that the firm continues to satisfy the independence requirements throughout its appointment, reporting on such to the Board of Statutory Auditors of Eni SpA.
Duties
Internal Audit activities are scheduled for Eni SpA and the covered subsidiaries based on an annual Audit Plan prepared by the Head of the Internal Audit unit following a structure process, taking a “top-down” and “risk-based” approach to assessing the main risks faced by the covered companies.
The Audit Plan is approved at least annually122 by the Board of Directors, subject to the prior opinion of the Control and Risk Committee, in consultation with the Chairman of the Board of Directors, the CEO and the Board of Statutory Auditors of Eni SpA (including in its capacity as the “Audit Committee” pursuant to US regulations).
The Eni SpA supervisory plan, approved by Eni’s Watch Structure, pursuant to Eni’s Model 231, forms an integral part of the Audit Plan.
The Head of the Internal Audit unit may also order spot audits not provided for under the Plan based on:
a) requests made by: - the Board of Directors;
- the Control and Risk Committee, which simultaneously notifies the Chairman of the Board of Statutory Auditors;
- the Chairman of the Board of Directors, who simultaneously notifies the CEO, the Chairman of the Control and Risk Committee and the Chairman of the Board of Statutory Auditors; - the CEO, who simultaneously notifies the Chairman of the Board of Directors, the Chairman of
the Control and Risk Committee and the Chairman of the Board of Statutory Auditors; - executives reporting directly to the CEO, with respect to their areas of responsibility, who also
evaluate any requests from their respective structures;
- the CEOs of the strategically important subsidiaries, as identified by the Board of Directors; - the Board of Statutory Auditors of Eni SpA;
- the Eni Watch Structure; b) his own assessment.
The findings of each internal audit performed, whether scheduled or spot audits, are reported in Internal Audit Reports, which are sent simultaneously to the Chairman of the Board of Directors, to the CEO (in part for subsequent transmission to the structures audited), to the Control and Risk Committee and to the Board of Statutory Auditors of Eni SpA.
The Internal Audit Reports are also sent to the Eni Watch Structure, to the extent such falls within the scope of its duties, and to the control and supervisory bodies of the subsidiaries, with regard to internal audits involving them.
The Internal Audit Reports contain brief evaluations of the ICRMS for the areas and processes audited, the description of the findings made and the limitations encountered, as well as recommendations. In response, the heads of the activities and areas audited are required to draw up corrective action plans, the implementation of which is monitored by the Internal Audit unit. The head of the Internal Audit unit reports (i) every six months on his activities, on the risk management process and on compliance with the plans developed to mitigate risk, as well as on the suitability of the ICRMS and (ii) as needed on significant events.
(122) The Board of Directors most recently approved the Audit Plan on January 20, 2015.
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The Audit Plan>
Spot Audits>
Audit Reports and other reporting>
Engagement78
The reports are submitted simultaneously by the Head of the Internal Audit unit to the Chairman of the Board of Directors, to the CEO, to the Control and Risk Committee and to the Board of Statutory Auditors of Eni SpA and, for those issues handled by Eni SpA, to its Watch Structure. On July 24, 2014, the Head of the Internal Audit unit issued his Half-Year Report (covering the period from January 1 to June 30, 2014), in which he reported that no situations or significant problems were found that called into question the adequacy of the Eni Internal Control and Risk Management System as a whole.
On March 11, 2015, the Head of the Internal Audit unit issued his Annual Report (covering the period from January 1 to December 31, 2014, updated as of the date of the Report) in which he reported that, as required by the “Internal Control and Risk Management System” MSG and based upon what was uncovered with regard to each component of Eni’s ICRMS, no situations or significant problems were found that called into question the adequacy of the Eni Internal Control and Risk Management System as a whole.
In accordance with the quality assurance and continuous improvement programme developed and launched within the unit, the Head of the Internal Audit unit also reports to the Chairman of the Board of Directors, the CEO, the Control and Risk Committee and the Board of Statutory Auditors on the final results, any plan for corrective actions and the periodic updates on their implementation status relating to internal and external assessments performed. The Head of the Internal Audit unit also communicates the results of such assessments to the Watch Structure of Eni SpA.
In 2014, the Internal Audit unit underwent an external quality assessment conducted by an independent external advisor who found the activities carried out to be in “general conformity” (equivalent to the highest rating) with international standards for internal auditing professional practices.