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Annex 8 - Work program: Intermediary expenses

Applicability: Saipem Group components, Sector E&P components and other Sectors
components operating in countries with CPI less or equal to 3.
TESTING PROCEDURE
1

Identification of general ledger accounts and sample selection

1.1

Discuss with companys management in order to identify the general ledger accounts in
which are recorded the expenses related to intermediary agreements (regulated by the
MSG Anticorruption Annex B Intermediary Agreements).
[In order to facilitate your analysis we inform you that based on our preliminary
understanding of the Group Chart of Accounts such expenses are recorded in the
following FS account: 631701 Intermediary compensation].
Intermediary is defined by Enis procedure Intermediary agreement as: an
independent individual or a company that Eni proposes to retain to: (i) promote the
commercial interests of Eni and/or any of its nonlisted Subsidiaries in relation to a
single transaction/project; (ii) facilitate the stipulation and/or execution of contracts
with third parties; and/or (iii) put in contact/introduce Eni and/or any of its nonlisted
Subsidiaries to one or more other parties for the purpose of bringing/generating or
retaining a business.

1.2

Based on the analysis of such general ledger accounts perform at point 1.1,
immediately inform Eni Corporate Team (EniCorporate.Team@it.ey.com) of any
intermediary contract you identified that was signed in 2014 and intermediary
contracts signed in previous years, but still generating costs in 2014.
For the identified intermediary contract perform the following steps 2, 3, 4 and 5.

Intermediary selection

2.1

For all contracts signed in 2014 verify, through the analysis of the supporting
documentation, whether:
-

The Company conducted the due diligence process in accordance with the
requirements of the MSG Procurement and MSG Anti-Corruption;

The results of the due diligence are consistent with the due diligence
documentation;

the due diligence file includes at least:

The Questionnaire compiled by the intermediary and the related relevant


documentation prescribed by the procedure;
The Anti-Corruption Letter signed by the intermediate;
The Note drafted by the Manager (CEO / Managing Director) defined in
accordance with the contents of the procedure;
The draft of the intermediate agreement;
The documentation of any deviation from the intermediary standard
agreement.

The Note drafted by the Manager (including the draft of the intermediate
agreement) has been sent to the Anti-corruption legal support unit;

The Company received the positive opinion of the Anti-corruption legal support
unit on the Note and on the draft of the intermediary agreement before signing
the contract;

The Note drafted by the Manager (including the draft of the contract) and the
positive opinion of the Anti-corruption legal support unit has been subject to the
approval of the Board of Directors before signing the contract;

Has been identified by the Manager a Contract Holder of the agreement and
that the Contract Holder submitted annually a specific note to the

Anticorruption legal support unit.


Please consider that on October 29, 2014 eni S.p.A. has approved the new MSG Anti
Corruption and the specific instructions included in paragraph 14 of such MSG (related
to the performance of a due diligence) are immediately applicable to all the components
from such date (October 29, 2014).
3

Contract formalization

3.1

For all contracts signed in 2014, verify through analysis of supporting documentation
that the contracts are signed by the parties and that have been signed in accordance
with the power of attorneys.

3.2

For all contracts signed in 2014, verify through analysis of supporting documentation
that the contract holder is identified in each contract.

3.3

For all contracts signed in 2014, verify through analysis of supporting documentation
that the contracts include the administrative liability clause as required per the Ancillary
anti-corruption procedures.

3.4

For all contracts signed in 2014, verify through the analysis of the supporting
documentation, whether the contract was subject to subsequent additions or changes
(i.e. integration of activities) that the addition/change was properly authorized and
signed, minimum, by a person with proxy limit to sign the original agreement and the
value of the update).

Payment of the intermediary

4.1

Test all payments related to intermediary contracts signed in 2014 in respect of


contractual provisions, companys procedures and the Eni SpA Procedure Intermediary
agreement or the Annex Intermediary agreement to the MSG Anticorruption.
Specifically check, through the analysis of the relevant documentation, that all
payments are:
-

for a bona fide purpose;

subject to written authorization of the Contract Holder who shall confirm that
the service has been rendered and/or that the conditions precedents set out in
the Intermediary Agreement for payment of the compensation have been met;

only against invoices or written requests for payments from the Intermediary
and in accordance with the contents of the Intermediary Agreement, and

exclusively on the bank account in the name of the Intermediary as indicated in


the Intermediary Agreement.

Please consider that payments to the beneficiary entity have to be made exclusively on
the account registered in the name of the beneficiary entity and that payments have not
to be made in ciphered accounts or in cash, or to a party other than the beneficiary
entity or to a third country other than the beneficiary entitys country or the country in
which the contract is executed.
5

Reporting

5.1

Complete the below attached excel spreadsheet, detailing the information regarding
intermediary contracts or confirm that you did not identify any of them:

Intermediary
contracts

Please note that this excel spreadsheet should be attached to the FRWP Memorandum
and signed for identification purposes even if no contracts were identified (in this case it
should be indicated that no intermediary contracts were identified).

Work program: Sponsorship, entertainment, contribution and others.


Applicability: Saipem Group components, Sector E&P components and other Sectors
components operating in countries with CPI less or equal to 3.
TESTING PROCEDURE
1

Identification of general ledger accounts

1.1

Discuss with companys management in order to identify the general ledger accounts in
which are recorded the following expenses:
-

Sponsorship expenses (regulated by MSG Anticorruption);

Entertainment expenses (regulated by


Entertainment Expense);

Contribution expenses (i.e. memberships fees, contribution to specific


institutions, associations, foundations, etc.) (not directly regulated by a specific
Group Level MSG);

Political contributions (regulated by MSG Anticorruption);

Charitable contributions/donations (regulated by MSG Anticorruption).

Annex D of MSG Anti-Corruption,

[In order to facilitate your analysis we inform you that based on our preliminary
understanding of the Group Chart of Accounts such expenses are recorded in the
following FS accounts:
-

Sponsorship expenses: section 632 Advertise and entertainment, accounts:


632501, 632502, 632507, 632508, 632509, 632510, 632511, 632512.
Entertainment expenses: section 632 Advertise and entertainment,
accounts: 632995, 632997, 632999.
Contribution expenses: section 6379 Other expenses, accounts: 637932,
637933, 637934, 637939, 637946, 637947
Charitable contributions/donations: section 6379 Other expenses, accounts
637917, 637918, 637924, 637925].

1.2

Through the analysis of balance sheet accounts and inquiring the senior financial
employee identify whether any procurement transaction has been recorded as a
capitalized expenses.

1.3

Perform specific inquiries with your local management and perform an analytical review
of such expenses in order to preliminary identify unusual transactions to be tested in
addition to those identified at point 1.1 and 1.2 (particular interest should be paid that
may have influenced the decision of a government official).

Sponsorships - Contract award


Select, from the accounts identified at point 1.1 and 1.2, 25 Sponsorship
agreements signed in 2014 (including capitalized expenses, if identified in point 1.2),
whose contract value is greater than 10% of the allocated TE.

2.1

If no contract is greater than 10% of allocated TE, judgmentally select as appropriate


contracts that based on your professional judgment, have certain risk factors,
peculiarity and/or non-conventional elements.
For each selected contract verify its alignment with the requirements of the MSG
Anticorruption and, in particular perform, the following steps:

2.2

Verify through the analysis of the supporting documentation that the sponsorship
agreement was made in accordance with the approved budget (i.e. the total expense
do not exceed the approved budget for the year).

2.3

Verify through the analysis of the supporting documentation that the sponsorship
agreement has been made in writing and contain:
- a declaration from the counterparty that the amount paid by your component
shall solely be used as payment for the counterpartys services and that these
sums shall never be given to a Public Official or a private party for corrupt
purposes or transferred, either directly or indirectly, to members of the
corporate bodies, directors, or employees of eni;

2.4

2.5

3.1

3.2

a declaration from the counterparty that at the signing of the agreement and
during the implementation of it, neither the counterparty, nor, in case of a
company, the company itself, or its owners, directors or employees are or will
be Public Officials;

the currency and the amount paid pursuant to the sponsorship agreement;

the billing terms (or methods of payment) and payment terms, taking into
account - in line with the provisions of the relevant laws and eni's regulations that such payments can be made exclusively to the counterparty and in the
country of counterpartys incorporation, exclusively on the account registered
to the counterparty as indicated in the agreement and never to numbered
accounts or in cash;

the commitment of the counterparty to comply with the applicable laws, the
Anti-Corruption Laws and the anti-corruption provisions of the relevant
sponsorship agreement and to record properly and transparently in its own
books and records the amount received;

the clause entitled "Corporate Liability" that eni spa and its Subsidiaries are
required to insert in contracts bearing their signature;

enis right to terminate the agreement and to interrupt payments and receive
compensation for damages in case of the counterpartys breach of the
obligations, representations and warranties referred to above or violation of
the Anti-Corruption Laws or of the relevant internal regulation on sponsorship
agreement; and

enis right to carry out audit on the counterparty in the event that eni has a
reasonable belief that the counterparty may have violated the compliancerelated provisions of the relevant policy and/or of the agreement.

Verify through the analysis of the supporting documentation that the selected
sponsorship agreement has been internally approved on the basis of:
-

an adequate description of the nature and the scope of the single initiative;

a due diligence review on the potential partner of the sponsorship agreement;

a check on the legitimacy of the initiative under the applicable laws.

Based on the specific award procedure (tender execution or single source vendor)
complete for each transaction/agreement:
-

Sole Vendor: Annex 5 - Specific work program on contract awarding process


management point 2, 3 and 5.

Bid request: Annex 3 - Specific work program on transaction with suppliers in


Risk List point 3.

Sponsorships - Contract formalization


Verify through analysis of supporting documentation that effective contracts are
signed by the parties and that the contract have been signed in accordance with the
power of attorneys.
Verify through analysis of supporting documentation that
identified in each contract.

the contract holder is

3.3

Verify through analysis of supporting documentation that the contracts include the
administrative liability clause as required per the Ancillary anti-corruption procedures;

3.4

Verify through analysis of supporting documentation that the related supplier is


included in the companys vendor list and is qualified for the services provided.

3.5

Verify through analysis of supporting documentation that the procurement unit has
assessed the risk associated with the vendor by carrying out a Due Diligence according
to the provisions of Annex E to the MSG Procurement and MSG Anti-Corruption.
Please consider that on October 29, 2014 eni S.p.A. has approved the new MSG Anti
Corruption and the specific instructions included in paragraph 14 of such MSG (related
to the performance of a due diligence) are immediately applicable to all the
components from such date (October 29, 2014).

3.6

Verify through the analysis of the supporting documentation, whether the contract
was subject to subsequent additions or changes (i.e. integration of activities) that the
addition/change was properly authorized (Enis procedures request that each update
of the contract need to be approved and signed, minimum, by a person with proxy limit
to sign the original agreement and the value of the update).

Sponsorships - Execution, payment and accounting


Verify through the analysis of the supporting documentation, that transactions were
done in compliance with the Management System Guideline Anticorruption, the
relative ancillary procedures (if applicable), the MGS Procurement and the local
procedures regarding procurement, in particular:
Verify the compliance with the appropriate delegations with respect to authorization,
verification and payment approval.
Verify that the payments were in line with contractual terms (amount, beneficiary,
beneficiarys bank, etc.) and correspondent to the invoice received.
Verify that payments to the beneficiary entity have been made exclusively on the
account registered in the name of the beneficiary entity and that the payment have
not been made in ciphered accounts or in cash, or to a party other than the beneficiary
entity or to a third country other than the beneficiary entitys country or the country in
which the contract is executed.
In case of exception please verify that a specific approval has been obtained by the
companys 231 Watchstructure.
Verify that the payments were supported by a formal acceptance of the goods
received or the service rendered and verify supporting evidence that the performance
obligation, as provided by contract requirements, was fulfilled.
Verify that the services rendered / goods received were subject to technical evaluation
and approval, correspond to the contractual agreement, and that the services/goods
were for a bona fide purpose.
Verify that invoices have been booked completely, correctly and in the appropriate
account, with particular reference to the type of services object of the contract. Verify
the correspondence between cost recorded and invoice received.
On the basis of the object of the contract, in particular, verify whether those expenses
should have been classified as Intermediary compensation.
For unusual transactions (i.e. whether while performing activities under points 2.1, 2.2
and 2.3 are identified anomalies, in particular transaction related to agreements
assigned directly to a supplier without a tender) and for all transactions identified with
supplier included in the Risk List (identified in accordance with WP 6) request from
management the underlying criteria for price determination and a benchmark analysis
(based on local market) and challenge the companys assessment. If management
asserts that a benchmark evaluation of the agreements is not possible obtain
reasonable evidence of such assertion. Consult with local FIDS in order to challenge
companys statements.
In case any penalty/forfeit/claim related to the contract was acknowledged to the
vendor:
- inquire with local management about the process for the penalty/forfeit/claim
acknowledgment;
- verify through the analysis of the supporting documentation the correctness of the
process for the identified penalty/forfeit/claim based on the abovementioned inquires

4.1

4.2
4.3
4.4

4.5
4.6
4.7

4.8

4.9

4.10

4.11

and contractual terms;


- in any case, verify through the analysis of the supporting documentation that the
penalty/forfeit/claim was properly investigated and authorized;
- verify through the analysis of the supporting documentation that the identified
penalty/forfeit/claim is pertaining to the contract.
Verify that the expenses related to the selected contract is reasonable and for a bona
fide purpose (i.e. purpose is clearly documented and not unreasonable in the
circumstances).
Verify that the expenses related to the selected contract have been booked
completely, correctly and in the appropriate account, with particular reference to their
nature.
On the basis of supporting documentation, verify whether those expenses should have
been classified as intermediary compensation.

5
5.1

Entertainment expenses
Select, from the accounts identified at point 1.1 and 1.2, 25 Entertainment
expenses entered in 2014 (including capitalized expenses, if identified in point 1.2),
whose value is greater than 100 k.
If no expense is greater than 100 k, judgmentally select as appropriate transactions
that based on your professional judgment, have certain risk factors, peculiarity and/or
non-conventional elements, including at least 3 entertainment expenses of those
executives that, considering their role, have a direct interaction with local
public/government officials.
For each selected expenses verify its alignment with the requirements of the MSG
Anticorruption and, in particular perform, the following steps:

5.2

5.3

Entertainment expenses - Execution, payment and accounting


Verify through the analysis of supporting documentation that the selected expense has
direct connection with the following:
-

the promotion, demonstration, or explanation of products or services;

the execution or performance of a contract with a government or


governmental agency;

the attendance at educational seminars or workshops;

- the further development or maintenance of cordial business relationships.


Request for each of the selected expense the Entertainment expenses pre-approval
form (Authorization Request - Appendix D.1, included into Appendix D) and verify
through the analysis of the supporting documentation:
-

that the form as been properly filled in by the employee;

5.4

that the form has been approved by the responsible (or upper position) of the
employee.
Request for each of the selected expense the form Entertainment Expense Claim
(Appendix D.2, included into Appendix D) and verify:
-

that the form has been properly filled in and signed by the employee.

that the form is supported by all receipts for expenses incurred (except for
situations covered by note 1 of paragraph 3, Annex D of MSG Anticorruption
urgent cases or due to work related impediments, to be justified);

5.5

that the Entertainment Expense Claim Form has been approved by the
responsible (or upper position) of the employee.
Verify that the entertainment expense is reasonable and for bona fide purpose (i.e.
purpose is clearly documented and not unreasonable in the circumstances).

5.6

Verify that the expenses have been booked completely, correctly and in the
appropriate account, with particular reference to their nature.

Contribution expenses

6.1

Select, from the accounts identified at point 1.1 and 1.2, 25 Contribution expense
entered in 2014, whose value is greater than 100 k.
If no expense is greater than 100 k, judgmentally select as appropriate transactions
that based on your professional judgment, have certain risk factors, peculiarity and/or
non-conventional elements.
For each selected expenses verify its alignment with the requirements of the MSG
Anticorruption and, in particular perform, the following steps:
Contribution expenses - Execution, payment and accounting

6.2

Obtain for the selected expense the documental evidence supporting the contribution
expense done (i.e. enrollment to a specific institution, association, foundation, etc.)

6.3

Verify through the analysis of the supporting documentation, that transactions were
done in compliance with the Management System Guideline Anticorruption, the
relative ancillary procedures (if applicable), the MGS Procurement and the local
procedures regarding procurement, in particular:

6.4

Verify the compliance with the appropriate delegations with respect to authorization,
verification and payment approval.

6.5

Verify that the payments were in line with the documental evidence supporting the
contribution expense done (amount, beneficiary, beneficiarys bank, etc.).;

6.6

Verify that payments to the beneficiary entity have been made exclusively on the
account registered in the name of the beneficiary entity and that the payment have
not been made in ciphered accounts or in cash.
Verify that the payment have been done to the beneficiary entity as indicated in the
contractual agreement, in the country in which the beneficiary resides or in which the
contract is executed (as required by Enis Code of Ethics). In case of exception please
verify that a specific approval has been obtained by the companys 231
Watchstructure.

6.7

Verify that the expense is reasonable and for a bona fide purpose (i.e. purpose is
clearly documented and not unreasonable in the circumstances).

6.8

Verify that the expenses have been booked completely, correctly and in the
appropriate account, with particular reference to their nature.
On the basis of the documental evidence supporting the contribution expense done,
verify whether those expenses should have been classified as Intermediary
compensation.

Political contributions

7.1

Select, from the accounts identified at point 1.1 and 1.2, 25 Political contributions
entered in 2014, whose value is greater than 100 k.
If no expense is greater than 100 k, judgmentally select as appropriate transactions
that based on your professional judgment, have certain risk factors, peculiarity and/or
non-conventional elements.
For each selected expenses verify its alignment with the requirements of the MSG
Anticorruption and, in particular perform, the following steps:
Political contributions - Execution, payment and accounting

7.2

Verify that the Political Contribution has been approved in accordance with the
authorization flow defined in the MSG Anticorruption (see paragraph Political
Contributions).

7.3

Verify and critically analyze that the Political contribution has been made to well
know beneficiaries and that the beneficiary documented that it is an officially
recognized entity.

7.4

Verify that a due diligence review on the beneficiary entity has been made and was
subject to the evaluation of eni Anti-Corruption Legal Support Unit and critically
challenge that related results have been taken into account in assigning the contract.

7.5

Verify that a legal opinion on the legitimacy and mandatory nature of the contribution
under the applicable laws have been forwarded to the eni Anti-Corruption Legal
Support Unit.

7.6

Obtain evidence that the Eni Anti-corruption Legal Support Unit approved the expense.

7.7

Verify the compliance with the appropriate delegations with respect to authorization,
verification and payment approval.

7.8

Verify that payments to the beneficiary entity have been made exclusively on the
account registered in the name of the beneficiary entity and that the payment have
not been made in numbered accounts or in cash, or to a party other than the
beneficiary entity or to a third country other than the beneficiary entitys country.

7.9

Verify that the expense is reasonable and for a bona fide purpose (i.e. purpose is
clearly documented and not unreasonable in the circumstances).

7.10

Obtain for the selected expense the documental evidence supporting the contribution
done and verify the correspondence between the cost recorded and the payment
done.

7.11

Verify that the expenses have been booked completely, correctly and in the
appropriate account, with particular reference to their nature.
On the basis of the documental evidence supporting the contribution expense done,
verify whether those expenses should have been classified as Intermediary
compensation.

Charitable contributions/donations

8.1

Select, from the accounts identified at point 1.1 and 1.2, 25 Charitable
contributions/donations entered in 2014, whose value is greater than 100 k.
If no expense is greater than 100 k, judgmentally select as appropriate transactions
that based on your professional judgment, have certain risk factors, peculiarity and/or
non-conventional elements.
For each selected expenses verify its alignment with the requirements of the MSG
Anticorruption and, in particular perform, the following steps:
Charitable contributions/donations - Execution, payment and accounting

8.2

Verify that the Charitable contributions /donations was made in accordance with the
approved budget (i.e. the total expense do not exceed the approved budget).

8.3

Verify that the Charitable contributions /donations has been made to well know
beneficiaries and that the beneficiary documented that it is an officially recognized
entity.

8.4

Verify through analysis of supporting documentation that a Due Diligence according to


the provisions of Annex E to the MSG Procurement and MSG Anti-Corruption has
been performed and critically challenge that related results have been taken into
account in assigning the contract.
Please consider that on October 29, 2014 eni S.p.A. has approved the new MSG Anti
Corruption and the specific instructions included in paragraph 14 of such MSG (related
to the performance of a due diligence) are immediately applicable to all the
components from such date (October 29, 2014).

8.5

Verify that the selected Charitable contributions/donations has been internally


approved on the basis of:
-

8.6

an adequate description of the nature and the scope of the single initiative;
a check on the legitimacy of the initiative under the applicable laws.

Verify that payments to the beneficiary entity have been made exclusively on the

account registered in the name of the beneficiary entity and that the payment have
not been made in numbered accounts or in cash, or to a party other than the
beneficiary entity or to a third country other than the beneficiary entitys country.
8.7

Verify that the contribution expense is reasonable and for a bona fide purpose (i.e.
purpose is clearly documented and not unreasonable in the circumstances).

8.8

Verify the compliance with the appropriate delegations with respect to authorization,
verification and payment approval.

8.9

Obtain for the selected expense the documental evidence supporting the
contribution/donation done and verify the correspondence between the cost recorded
and the payment done.

8.10

Verify that the expenses have been booked completely, correctly and in the
appropriate account, with particular reference to their nature.
On the basis of the documental evidence supporting the contribution expense done,
verify whether those expenses should have been classified as Intermediary
compensation.

Other Agreement similar to Intermediary

9.1

Enquire of management and of the senior finance executive whether or not there were
agreements similar in nature to intermediary agreements.
Based on their disclosures and the results of the audit done at the Component, identify
whether exists agreements, generating payments in 2014 that, although related
expenses were not recorded in the specific account Intermediary agreements
expense, might be considered or in connection with an intermediary or agent
service. If such contracts are identified perform activities reported in the
Intermediaries work program and immediately inform Eni Corporate Team
(EniCorporate.Team@it.ey.com).

10

Reporting

10.1

Complete the below attached excel spreadsheet, detailing the information regarding
sponsorship, entertainment, donations and contributions expenses:

Sponsorship and
other

Please note that this excel spreadsheet should be attached to the FRWP Memorandum
and signed for identification purposes even if no transactions were identified (in this
case it should be indicated that no transactions were identified).

Work program: Consulting and professional services


Applicability: Saipem Group components, Sector E&P components and other Sectors
components operating in countries with CPI less or equal to 3.
1

Identification of general ledger accounts and sample selection

1.1

Discuss with companys management in order to identify the general ledger accounts in
which are recorded the following expenses:
-

Consulting expenses (regulated by Annex D Procurement of Consulting and


Professional Services of MSG Procurement);

Professional services expenses (regulated by Annex D Procurement of


Consulting and Professional Services of MSG Procurement);

[In order to facilitate your analysis we inform you that based on our preliminary
understanding of the Group Chart of Accounts such expenses are recorded in the
following FS accounts:
Consultancies and professional services (general code 631):
-

631301 administrative and financial professional services


631302 administrative and financial consultancies
631304 organizational consultancies
631401 technical professional services
631402 technical consultancies
631411 methodological/strategic services
631412 methodological/strategic consultancies
631452 image, advertising and communication consultancies
631501 other professional services
631502 other consultancies

Please note that single items of an invoices might be accounted in different accounts,
depending of the nature of the expense. Therefore as we select contract selecting the
expenses from the general ledger accounts be particularly alert on the nature of the
contract in order to perform the correct audit procedures requested in the work
program].
1.2

Through the analysis of balance sheet accounts and inquiring the senior financial
employee identify whether any procurement transaction has been recorded as a
capitalized expenses.

1.4

Obtain the detail of the costs recorded in the accounts, identified in point 1, for the 12month period ended December 31, 2014 and agree to the general ledger at December
31, 2014.
Perform an analytical review of such expenses in order to preliminary identify unusual
transactions to be tested in addition to those identified based on the scope defined in
the following steps. Of particular interest are payments that may have influenced the
decision of a government official.

1.5

Select, from the accounts identified at point 1.1 and 1.2, all the contracts signed in
2014 greater than 10% of the allocated TE.
If no contract is greater than 10% of allocated TE, judgmentally select as appropriate
contracts that based on your professional judgment, have certain risk factors,
peculiarity and/or non-conventional elements.
The following work program steps have to be completed only for contracts assigned
directly by the entity or contracts for which the entity has participated with a relevant
involvement in drafting/assigning the contract.
For contracts awarded through a request issued by the company but managed by eni
S.p.A. Central Procurement Department, Downstream Procurement Department or

Upstream Procurement Department, please ask respectively to Eni Corporate Team,


R&M Sector Team or E&P Sector Team to perform the current work program with
regards to transaction selected. Such teams will provide the relative results regarding
the awarding process. However, the phases of the work program 3, 4 and 5 will be
anyway under the responsibility of each Component Team.
2

Contract award

2.1

Verify, through the analysis of the supporting documentation, that the following
phases/activities have been performed in accordance with the Annex D Procurement
of Consulting and Professional Services of MSG Procurement (with particular
reference to the different approval limits defined in the procedure considering the
amount of the contract):
-

2.2

2.3

Request preparation;
Request authorization;
Issue of the Request for Procurement;
Tender execution/single source award procedure;
Stipulation of contracts;

Based on the specific award procedure (tender execution or single source vendor)
complete for each transaction/agreement:
-

Sole Vendor: Annex 5 - Specific work program on contract awarding process


management point 2, 3 and 5;

Bid request: Annex 2 - Specific work program on transaction with suppliers in


Risk List point 3.

For Consultants agreements, verify, through the analysis of the supporting


documentation, that the Company checked the compliance with the following minimum
standards:
- The Consultants were of outstanding reputation for honesty and correct
business practices and high ethical standings;
- A Due Diligence on the potential consultant has been performed establishing the
identity of the Consultant, confirming the scope of services, establishing
whether the Consultant has any links to Public Officials and establishing whether
the Consultant has been subject to any allegations, investigations and/or
convictions relating to bribery or corruption, or to other criminal activities;
- An approval proceedings has been implemented in the selection of the
Consultant and in the stipulation of the related agreement.
Please consider that on October 29, 2014 eni S.p.A. has approved the new MSG Anti
Corruption and the specific instructions included in paragraph 14 of such MSG (related to
the performance of a due diligence) are immediately applicable to all the components
from such date (October 29, 2014).

2.4

Verify through analysis of supporting documentation that the procurement unit has
assessed the risk associated with each of the vendors in the tender vendor list by
carrying out a check on counterparty risk (Due Diligence) according to the provisions of
Annex E to the MSG Procurement and Critically challenge that the results of the Due
Diligence have been taken into account in assigning the contract.

2.5

For Consulting and Professional Services contracts selected obtain the pertinent
Contract and verify, through the analysis of the supporting documentation, that it was
stipulated within the limits of the powers attributed (see 6.2 and 6.3 of the Annex D
of the MSG Procurement) and in compliance with the provisions regarding segregation
of roles and responsibilities.

2.6

For Consulting and Professional Services contracts selected verify, through the analysis
of the supporting documentation, that the contract included a clear scope of work and:
- a declaration that the amount paid is only the payment for the performance of
the activities described in the contract and provided that these sums will never
be transmitted or used for bribing purposes;
- the billing (or methods of payment) and payment terms, taking into account that

such payments may be made only in favor of the Consultant/Professional and to


the consultant's/professionals country of incorporation, only to the registered
account of the Consultant as indicated in the contract and never on numbered
accounts or in cash, and the early payment of the fee (before the complete
execution of the contract terms) may be allowed only in specific cases (properly
motivated and stated in the contract) and, in any event, only for a part of the
entire amount;
- the commitment of the consultant/professional to comply with the applicable
laws, and in particular the Anti Corruption Laws, to register in its books and
records fairly and transparently the amount received;
- a requirement to promptly report to Eni any request or demand for any undue
financial or other advantage of any kind received by the Consultant in
connection with the performance of the contract;
- the right for Eni to carry out audits on the Consultant/Professional in the case
where eni has a reasonable suspicion that the Consultant may have violated the
provisions of the contract referred to above;
- the impossibility to sub contract the agreement, unless specifically authorized
by the Company;
enis right to terminate the agreement and to interrupt the payment and to receive
compensation of damages in case of breach of the obligations, presentations and
warranties referred to above and/or violation of the Anti-Corruption Laws.
2.7

Only for E&P Subsidiaries, verify through analysis of supporting documentation that the
Managing Director (or equivalent figure) of the E&P subsidiary has requested
concurrence through the Procurement Manager, who sends the specific form to the
Regional Procurement Manager of the APR function. Concurrence consists in a quality
review performed by the APR function and other relevant functions of the E&P division
(consultation); it is non-binding quality review aimed at identifying possible areas of
improvement to grasp opportunities and/or mitigate risks.
Concurrence is provided for all E&P subsidiaries, with the following exceptions (see
Annex C to MSG Procurement):
- the process is managed through a negotiation mandate given to the APR
function; the process is managed by E&P subsidiaries that operate on behalf of a
minority- held eni subsidiary;
- the process refers to an adhesion agreement to a contract made available by
the APR function without any significant changes to the conditions included in
said agreement;
- the contractual strategy has an approved budget that is less than or equal to
USD 100 million or, the approved budget is less than or equal to USD 5 million
where the process relates to "strategic" commodity classes or to an E&P
subsidiary that is not among compliant companies.

Contract formalization

3.1

Verify through analysis of supporting documentation that effective contracts are signed
by the parties and that the contract have been signed in accordance with the power of
attorneys.

3.2

Verify through analysis of supporting documentation that


identified in each contract.

3.3

Verify through analysis of supporting documentation that the contracts include the
administrative liability clause as required per the Ancillary anti-corruption procedures.

3.4

Verify through analysis of supporting documentation that the related supplier is


included in the companys vendor list and is qualified for the services provided.

3.5

Verify through the analysis of the supporting documentation, whether the contract was
subject to subsequent additions or changes (i.e. integration of activities) that the
addition/change was properly authorized (Enis procedures request that each update of
the contract need to be approved and signed, minimum, by a person with proxy limit to
sign the original agreement and the value of the update).

the contract holder is

Execution, payment and accounting

4.1

Verify through the analysis of the supporting documentation, that transactions were
done in compliance with the Management System Guideline Anticorruption, the relative
ancillary procedures (if applicable), the MGS Procurement and the local procedures
regarding procurement, in particular:

4.2

Verify the compliance with the appropriate delegations with respect to authorization,
verification and payment approval.

4.3

Verify that the payments were in line with contractual terms (amount, beneficiary,
beneficiarys bank, etc.) and correspondent to the invoice received.

4.4

Verify that payments to the beneficiary entity have been made exclusively on the
account registered in the name of the beneficiary entity and that the payment have not
been made in ciphered accounts or in cash, or to a party other than the beneficiary
entity or to a third country other than the beneficiary entitys country or the country in
which the contract is executed.
In case of exception please verify that a specific approval has been obtained by the
companys 231 Watchstructure.

4.5

Verify that the payments were supported by a formal acceptance of the goods received
or the service rendered and verify supporting evidence that the performance obligation,
as provided by contract requirements, was fulfilled.

4.6

Verify that the services rendered / goods received were subject to technical evaluation
and approval, correspond to the contractual agreement, and that the services/goods
were for a bona fide purpose.
Verify that invoices have been booked completely, correctly and in the appropriate
account, with particular reference to the type of services object of the contract. Verify
the correspondence between cost recorded and invoice received.
On the basis of the object of the contract, in particular, verify whether those expenses
should have been classified as Intermediary compensation.
For unusual transactions (i.e. whether while performing activities under points 2, 3 and
4 are identified anomalies, in particular transaction related to agreements assigned
directly to a supplier without a tender) and for all transactions identified with supplier
included in the Risk List (identified in accordance with WP 6) request from management
the underlying criteria for price determination and a benchmark analysis (based on local
market) and challenge the companys assessment. If management asserts that a
benchmark evaluation of the agreements is not possible obtain reasonable evidence of
such assertion. Consult with local FIDS in order to challenge companys statements.
On the basis of the object of the contract, in particular, verify whether those expenses
(i.e. agency contracts) should have been classified as Intermediary compensation.
In case any penalty/forfeit/claim related to the contract was acknowledged to the
vendor:
- inquire with local management about the process for the penalty/forfeit/claim
acknowledgment;
- verify through the analysis of the supporting documentation the correctness of the
process for the identified penalty/forfeit/claim based on the abovementioned inquires
and contractual terms;
- in any case, verify through the analysis of the supporting documentation that the
penalty/forfeit/claim was properly investigated and authorized;
- verify through the analysis of the supporting documentation that the identified
penalty/forfeit/claim is pertaining to the contract.

4.7

4.8

4.9
4.10

Reporting

5.1

Complete the below attached excel spreadsheet, detailing the information regarding
consulting and professional services expenses:

Consulting

Please note that this excel spreadsheet should be attached to the FRWP Memorandum
and signed for identification purposes even if no contracts were identified (in this case it
should be indicated that no contracts were identified).