Meeting Attendance

In the meeting held on 6 May, 2011, the Board of Directors approved new regulations that define the procedures for calling and running its meetings. In particular, the Board is called by the Chairman who, in agreement with the CEO, defines the agenda and sends it to the Directors, effective Statutory Auditors and Judge of the Court of Auditors delegated with the task of financial auditing of Eni, at least five days prior to the scheduled date of the meeting. By urgent need and whenever necessary, the calls notification is sent at least 12 hours before the scheduled meeting time. The By-laws allow Board meetings to be held via videoconferencing and teleconferencing, and these methods are specifically provided for by the regulations. Normally, simultaneously to the meeting calls and, at all events, no less than three days prior to the date of the meeting, the Directors, effective Statutory Auditors and Judge of the Court of Auditors are provided with documentation on the matters included in the agenda, with the exception of price-sensitive information which is not subject to preventive notification. The Managers of the Company and of its subsidiaries are normally invited to attend Board meetings to provide information on matters pertaining to the agenda.

Specific information is also provided on single sectors in which the Company and the Group operate.
In accordance with the provisions of article 2391 of the Italian Civil Code, of Eni Code and of the Management System Guideline regarding "Transactions involving interests of Directors and Statutory Auditors and transactions with related parties", before each item on the Board meeting's agenda is discussed, every Director is called upon to notify whether he/she holds any personal or third-party interests in relation to the matters or issues to be discussed, by clarifying their nature, terms, origin and extent. During the course of 2010, the Board of Directors met 18 times for an average duration of around 3 hours for each meeting, with an average participation of 95% of the Directors and, in particular, roughly 94% of the independent Directors. In the current financial year, as at March 10, 2011, 5 meetings have been held including the one held on that date.

Pursuant to the Code of Borsa Italiana, the public is notified in advance – 30 days before the end of the previous financial year – on the date of Board of Directors meetings that examine the pre-final results, financial statements and infra-year accounting reports required as per the regulations in force. These meetings also serve to determine the interim dividend payable for the year and to submit a proposal to the Shareholders' Meeting for the remaining dividend, alongside the relevant dates for dividend payment and detachment of coupon. The financial calendar is available on the Eni website.
The Eni Code allows independent Directors to decide whether to meet in the absence of other Directors for discussing issues deemed relevant to the operation of the Board of Directors. This express provision allowing such meetings to take place was requested by the independent Directors to ensure greater flexibility in relation to the actual requirements. During 2010, the independent Directors – in consideration of the frequency of the Board meetings – had several occasions to meet, even informally, for exchanging views and holding discussions.

(*) Appointed by the minority list