Last update July 5, 2010

Internal control system

Snam Rete Gas adopted an internal control system in line with the guidelines in the Code of Conduct for Listed Companies and with the reference best practices.


The board of directors is responsible for the internal control system with the assistance of the internal control committee. It sets the guidelines and periodically checks its adequacy and proper working to ensure that the key business risks are identified and properly managed.

The CEO checks that the guidelines drawn up by the board of directors are implemented by designing, managing and monitoring the internal control system. in compliance with what is indicated regarding the Code of Conduct, on 11 December 2008, the Board of Directors appointed the CEO as the executive director in charge of supervising the operations of the internal control system.

On 30 April 2010, the Board furthermore confirmed the appointment of the Person in charge of internal controls identified as the Company's Internal Audit Manager, who reports to the CEO. In order to ensure the necessary independence, the appointment, dismissal and remuneration of the Person in charge are approved by the Board of Directors, which also approves the internal audit plan and budget. The Person in charge regularly reports on his activities to the CEO as well as to the internal control committee and board of statutory auditors at least once every six months (unless circumstances require additional meetings).
Snam Rete Gas also has a control system on corporate disclosures aimed at fulfilling the provisions set forth both by Italian regulations (Law 28 December 2005 no. 262 and Legislative Decree no. 195 of 6 November 2007, the so-called savings law) to which SRG is subject as a company listed on the Italian stock market, and by the United States law (Sarbanes-Oxley Act, so-called SOX) to which the parent company Eni is subject as a listed issuer on the New York Stock Exchange (NYSE).

The controls, initially instituted only for the purpose of SOX, were integrated in 2007 to take into account the new provisions introduced by the savings law, regulating, among other items, infra-annual accounting disclosures.

The law furthermore sets forth that a manager in charge of preparing the corporate financial statements be appointed and allocates to the Board of Directors the role of supervising the adequacy of authorities and resources available to the manager in charge and the effective respect for "administrative and accounting procedures". In this regard, on 29 October 2007, the Board of Directors, in compliance with the requirements of professionalism set forth by the by-laws, upon the CEO's proposal, in agreement with the Chairman and having obtained favourable assessment of the Board of Statutory Auditors, appointed Dr. Antonio Paccioretti, the Director for Planning, Administration, Finance and Control for Snam Rete Gas as the Manager in charge of financial reporting. Moreover, the Board of Directors verified the adequacy of authorities and resources available to the Manager in charge in order to carry out his tasks.

Throughout 2009, the internal control system on corporate disclosures was subject to further updating, also in consideration of the June 2009 acquisition of Stogit and the Italgas group, which made it necessary to extend the control system in effect within the group parent also to the new companies consolidated by Snam Rete Gas.

Particularly, for Snam Rete Gas and Italgas, the risk evaluations were updated and then existing internal controls were integrated.

In the case of Stogit and Napoletana Gas (subsidiary of Italgas), the analyses carried out allowed for extending the pre-existing internal control system and making it more pervasive.

Regarding the corporate disclosures control system, Snam Rete Gas implemented activities for adapting the internal control system in line with the requirements of the United States Sarbanes-Oxley Act, to which the holding company Eni S.p.A. is subject as a listed issuer in the New York Stock Exchange (NYSE). The controls set forth by the SOA and related activities entered into force in 2006.

 In 2007, the internal control system was further developed in relation to new provisions introduced by the Italian savings protection regulations regarding corporate disclosures (Law 28 December 2005 no. 262 and Legislative Decree no. 195 of 6 November 2007); particularly, infra-annual accounting disclosures were also regulated.

The law furthermore sets forth that a manager in charge of preparing the corporate financial statements be appointed and allocates to the Board of Directors the role of supervising the adequacy of authorities and resources available to the manager in charge and the effective respect for "administrative and accounting procedures". In this regard, on 29 October 2007, the Board of Directors, in compliance with the requirements of professionalism set forth by the by-laws, upon the CEO's proposal, in agreement with the Chairman and having obtained favourable assessment of the Board of Statutory Auditors, appointed Dr. Antonio Paccioretti, the Director for Planning, Administration, Finance and Control for Snam Rete Gas as the Manager in charge of financial reporting. Moreover, the Board of Directors verified the adequacy of authorities and resources available to the Manager in charge in order to carry out his tasks.

During 2009, following the Eni's acquisition of Italgas and Stogit, effective 30 June 2009, the corporate disclosures control system was thoroughly analysed by Snam Rete Gas and Italgas and it was extended to the material subsidiaries.