Committees

Composition
Until 5 May 2011, the members of the Committee were: Marco Reboa (Chairman), Pierluigi Scibetta, Paolo Marchioni and Francesco Taranto.

Meetings
During 2010, the Committee met 20 times with a 97.5% average attendance rate of its members.
Meetings were also attended by the Chairman of the Board of Statutory Auditors or an Effective Auditor appointed by him.

Activities carried out

• the final statement on the activities of Eni's Internal Audit Dept., the Integrated Audit Plan for 2010 and the Budget for 2010 of Eni's Internal Audit Dept., in addition to the periodic states of progress;
• the final data for operations relating to 2009 and the plan for 2010 of the Internal Audit Departments of the subsidiaries Saipem and Snam Rete Gas;
• the results of planned and non-planned audits released by Eni's Internal Audit Dept., in addition to the monitoring results regarding the state of execution of the corrective actions planned by the operational divisions for tackling the issues emerging during the course of the audit, including an in-depth analysis of certain specific issues;
• the results of audits carried out by Eni's Internal Audit Department in relation to specific requests coming from the Control and Supervisory bodies;
• the periodic statistical reports on the reports – even anonymous ones – received by Eni and subsidiaries;
• the performance objectives and the Internal Audit Review of the Internal Audit Department, including the relative plan for implementing the improvement areas;
• the independence requirements of the Senior Executive Vice President of the Internal Audit Dept. and of the Officer in charge of internal control; moreover, the Committee expressed its favourable opinion in relation to the proposal by the CEO – in agreement with the Chairman of the Board of Directors – of replacing the Senior Executive Vice President of the Internal Audit Dept., also in his role of Officer in charge of internal control, after positively judging the candidate's profile and the necessary requirements of integrity, professionalism, competence and experience, in addition to the absence of incompatibility – also in terms of conflicts of interest – with previous activities or roles covered in the Company.
• the Report of the Officer in charge of internal control on the Eni Internal Control System for the financial year ended December 31, 2009, and the Report on the main results achieved by the activities of the Internal Audit Dept. as at June 30, 2010;
• the updates on the state of progress of the "New Eni Regulatory System" project and the contents of the main regulatory documents issued in relation to the project during the course of 2010. In particular, the Committee expressed its favourable opinion to the Board of Directors – prior to the relative approval – in relation to the "Guidelines of the Eni regulatory system" and the first 7 policies issued;
• the proposal for the Management System Guideline "Transactions involving interests of Directors and Statutory Auditors and transactions with related parties": in this regard, the Committee expressed its unanimous favourable opinion also in its role of Committee of independent Directors pursuant to the Consob Regulation;
• the periodic report on the activities carried out by the Eni Watch Structure, including information on the functions of the Guarantor of the Code of Ethics, after meeting the members of the structure itself, as set forth in Eni Model 231;
• the results of the "Supervisory Bodies of Eni companies and Model 231" project and the proposal, "Guidelines for the composition of Supervisory Bodies and for the implementation of relevant activities to support the direct and indirect subsidiaries of Eni SpA";
• the statements relative to news/notifications of investigations or, more in general, of pending criminal proceedings on the part of bodies/authorities of the Italian or foreign governments with criminal jurisdiction or, in any case, having powers of judicial investigation with reference to any crimes perpetrated by Eni SpA or its direct or indirect subsidiaries in Italy and abroad, or by its Directors, members of supervisory bodies, employees and/or collaborators; the periodic Report drafted by the Eni Control Team for Judicial Events;
• the statements on the development of the main pending legal proceedings, particularly with regard to possible accounting implications affecting compliance with the relevant obligations for the annual and half-yearly financial report drafting process;
• the Reports of the Officer in charge of preparing financial reports, relating to the administrative and accounting structure of Eni as at December 31, 2009, and as at June 30, 2010, in addition to the verification in this context of the adequacy of the powers and means at the disposal of the Chief Financial Officer in his role of Officer in charge of preparing financial reports;
• the Reports of the Officer in charge of preparing financial reports, relating to the internal control system applied to financial reporting as at December 31, 2009, and as at June 30, 2010, updated as at November 30, 2010;
• the essential aspects of the financial statements and consolidated financial statements as at December 31, 2009: to this aim, the Committee met with the most senior members of the administrative functions of Eni, of its main subsidiaries and of the companies subject to the so-called "unbundling" discipline, in addition to the Chairmen or other members of the Board of Statutory Auditors of each company and the partners of the Audit Firm responsible for expressing opinions on the single financial statements; the indication in the Annual Report of specific operations and/or shareholdings, the results of impairment tests performed for each business sector and the Report of the Audit Firm on the Annual Report for the 2009 financial year;
• the main aspects of the Annual Report on Form 20-F 2009 and the major accounting repercussions deriving from the implementation of the International Financial Reporting Interpretation Committee 12; the statement on the implementation of audit activities pursuant to SOA 404 and the updating of the 2010 Fraud Prevention Program;
• the chapter on the Internal Control System to be inserted in the Corporate Governance Report of the 2009 financial statements;
• the draft of the Consolidated Half-Yearly Financial Report as at June 30, 2010: to this aim, the Committee met with the Officer in charge of preparing financial documents, the higher managers of the administrative functions and the Audit Firm, while dedicating particular attention to the analysis of profiles related to the application of accounting principles; the report of the Audit Firm on the 2010 Half-Yearly Financial Statements;
• the draft of the Report of the Directors pursuant to article 2433-bis of the Italian Civil Code, relative to the interim dividends for the 2010 financial year;
• the main issues relating to the application of the accounting principles for drafting the 2010 Annual Report, in the context of specific meetings held with the relevant administrative structures and the Audit Firm aimed at verifying the adequacy of the implemented processes, with special emphasis on the impairment tests effected.
• the report on the Reports of the Audit Firm on the 2009 financial statements, and the statements issued during the meeting with the Audit Firm regarding the exercise of the supervisory functions of the Board of Statutory Auditors pursuant to Legislative Decree no. 39/2010, with special emphasis on the results of the mapping process aimed at identifying the main Company risks relevant to the auditing activity;
• the updates on the initiatives undertaken in relation to the "Development of the new integrated model for risk management" project (i.e. the so-called "Risk Management"); the new control model for financial risks pertaining to the G&P sector; the 2009 Report on the results of activities aimed at monitoring and controlling compliance with the defined financial risk levels, in addition to the reviewing proposal of the "Guidelines for the management and control of financial risks"; the main aspects regarding management and control of industrial risks and of the related insurance coverage activities;
• some of the main aspects of the activities performed in the context of the Company's organisational model regarding Health, Safety and Environment, including the Company project, "Communicating safety", and the control activities for managing HSE risks, also with regard to supervisory activities relevant to HS issues;
• the new role of the Procurement, with particular reference to the "Continuous Improvement" project that aims to simplify and reduce the management complexity of procurement processes and redefine the related body of Company rules, in compliance with the approach characterising the new regulatory system;
• the updates on the state of implementation of the Consumer Prices Control Model and on the developments of the relevant regulatory framework;
• the periodic report on the disciplinary actions taken against illegal conduct by employees drawn up by the relevant units of the Human Resources and Organisation Dept., in compliance with the Company regulations;
• the updates on the initiatives being carried out by the various Company structures, and by the E&P Division and Syndial in particular, aimed at strengthening the relative internal control system.  

Downloadable documents

• Regulations for the Internal Control Committee

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Composition
Until 5 May 2011, the members of the Committee were: Mario Resca (Chairman), Alberto Clô, Paolo Andrea Colombo and Francesco Taranto.

Meetings
During 2010, the Compensation Committee met 6 times, with a 100% attendance rate by its members.

Activities carried out
During 2010, the Committee formulated proposals to the Board regarding the following:

• Eni's results for 2009 and Eni's objectives for 2010 in relation to the Annual and Long-Term Incentive Plan;
• the variable remuneration of the Chairman, CEO and Directors on the basis of the results achieved in 2009;
• the criteria of the remuneration policy of managers with strategic responsibilities;
• the definition of the 2010 Monetary Long-Term Incentive Plan for the CEO, to replace and compensate for the Eni Stock Option Plan;
• the implementation of the 2010 Long-Term Monetary Incentive Plan, to replace the Stock Option Plan, for critical managerial resources;
• implementation for 2010 of the Deferred Monetary Incentive Plan and its assignment to the CEO.

Downloadable documents

• Compensation Committee - Regulations

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Downloadable documents

• Regulation of the Nomination Committee of Eni S.p.A.

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Composition
Until 5 May 2011, the members of the Committee were: Alberto Clô (Chairman), Marco Reboa, Mario Resca, Paolo Colombo and Pierluigi Scibetta.
In 2010, the Secretary of the committee was Giuseppe Sammarco, Senior Vice President Scenarios and Long Term Strategic Options.

Meetings
In 2010, OGEC met 8 times, with an attendance rate of 80% on the part of its five members. The meetings were often attended by the Chairman and other Directors. Since September, the Chairman of the Board of Statutory Auditors – or another member of the Board of Statutory Auditors – also attends the meetings.

Activities carried out
During 2010, OGEC examined the Strategic Master Plan, a document that determines the long-term strategic guidelines for Eni's activities, while identifying the fundamental challenges that may have a significant impact on the evolution of the oil markets, and proposing appropriate management actions. Particularly important issues in this context included international competition, the evolution of the gas market – characterised by great uncertainty about the supply and demand trend, particularly in Europe – and the procedures for accessing reserves, in the fuel refining and distribution sector. OGEC also spent a considerable amount of time analysing price scenarios, which are essential for corporate strategic planning and assessment of investments. Great emphasis was placed on the analysis of the international political scenario, such as China's energy strategy, the evolution of the political situation in Iran and Iraq – in relation to the development of the offer of oil and natural gas – and Russia's foreign policy, with particular emphasis on energy-related issues.

Downloadable documents

• REGULATIONS OIL-GAS ENERGY COMMITTEE

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