On 27 June 2008 the Board of Directors of Snam Rete Gas approved the new Code of Ethics, which implements the most advanced guidance in the areas of corporate ethics and sustainability. In 2008 the subsidiary companies adopted the new Eni Code of Ethics integrally. The purpose of the Snam Rete Gas and Eni Codes is to ensure that all activities are performed in compliance with the law, in a climate of fair competition, with honesty, integrity, correctness and in good faith and with due regard to the legitimate interests of customers, employees, shareholders, commercial and financial partners and the communities in which the company operates.
All Snam Rete Gas Group employees, without distinction or exception, have a duty to comply with, and ensure compliance with, these principles in the fulfilment of their duties and responsibilities. Under no circumstances can the conviction of acting for the benefit of the company justify any form of behaviour that contrasts with these principles.
Application of the principles for all companies of the Group is ensured via internal audits and the role of Guarantor of the Code of Ethics is entrusted to a corporate organ, the Supervisory Department, set up pursuant to Italian Legislative Decree no. 231 of 8 June 2001 (“231 Model”).
Ex D. lgs 231/01 Model
Italian Legislative Decree no. 231 of 8 June 2001 introduced the concept of corporate administrative liability, whereby companies can be held liable, and therefore penalised, for certain offences committed or attempted in the interests of or to the advantage of the company by its management or employees. The liability of the company is excluded if it has adopted and effectively implemented, before the offences were committed, models of organisation, management and control to prevent these offences, and has set up a supervisory body to oversee the functioning of these models and their compliance with the requirements of the Decree.
All companies of the Snam Rete Gas Group have implemented the law by adopting its organisational, management and control Model, commensurate with its specificity, and appointing a Supervisory Department responsible for monitoring the implementation of the Model and its effective application.
Internal audit
The Internal Audit is responsible for verifying the adequacy of the internal control system and ascertaining that it can reasonably guarantee that the organisation can accomplish its objectives economically and efficiently.
The Internal Audit function, which reports directly to the Chairman to guarantee its independence, performs the following specific duties:
- it ensures the operational, compliance, financial, IT and fraud audit activities, the supervisory activities pursuant to Italian Legislative Decree 231/2001, and the independent monitoring activities envisaged by the corporate information control system for the company;
- for its activities, it maintains relations with the Audit Committee, the Supervisory Body pursuant to Legislative Decree 231/2001, the Board of Statutory Auditors and with the company appointed to audit the financial statements;
- it ensures the management of reports, which may be anonymous, received for any reason from Snam Rete Gas and subsidiaries, and carries out inspections according to the provisions of the corporate procedure issued in September 2006. In 2009, 12 reports were received, of which 4 addressed the Code of Ethics. The resulting investigations conducted did not find any irregularities of note.
Audits are carried out by following a risk-based approach which involves the preliminary analysis of the risks correlated to the process objectives in order to focus the audits on those aspects that are most exposed to risk. The risk assessment analyses also include the risk factors associated with possible fraudulent conduct by employees and/or third parties. At the conclusion of each intervention, any weaknesses in the internal control system are identified along with the corresponding corrective actions agreed with the management. The implementation of corrective actions is regularly monitored via follow-up measures.
Italgas and Stogit, acquired by Snam Rete Gas with effect from 30 June 2009, have their own Internal Audit unit which in 2009 carried out, similarly to Snam Rete Gas, risk-oriented audits, checks of conformance to Legislative Decree no. 231/2001 and monitoring of the corporate information control system.
In particular, during 2009 have been issued 15 audit reports (9 Snam Rete Gas, 3 Italgas and 3 Stogit), 30 reports regarding monitoring of the internal corporate information control system SOA/262 (16 Snam Rete Gas, 10 Italgas and 4 Stogit) and 26 report about check of conformance to Legislative Decree no. 231/2001 (8 Snam Rete Gas, 15 Italgas and 3 Stogit).