Composition

The Board of Directors is composed of a minimum of three to a maximum of nine members. The exact number is determined by the ordinary Shareholders' Meeting. The By-laws state that minority shareholders can appoint a number of their own representatives within the Board for a total of three tenths of the total (rounding up to the highest number).

The Shareholders' Meeting of May 5, 2011 determined the number of members of the Board of Directors to be equal to nine and appointed the following Directors for three financial years, up until date of the Shareholders' Meeting which will be convened for approval of the financial statements of 2013: Giuseppe Recchi, Paolo Scaroni, Carlo Cesare Gatto, Alessandro Lorenzi, Paolo Marchioni, Roberto Petri, Alessandro Profumo, Mario Resca and Francesco Taranto.

Giuseppe Recchi, Paolo Scaroni, Carlo Cesare Gatto, Paolo Marchioni, Mario Resca and Roberto Petri were candidates of the Ministry of the Economy and Finances.

Alessandro Profumo, Francesco Taranto e Alessandro Lorenzi were candidates of Institutional Investors.

The Shareholders' Meeting itself appointed Giuseppe Recchi as the Chairman of the Board of Directors and, on May 6, 2011, the Board appointed Paolo Scaroni as the Chief Executive Officer of the Company.

Eni's By-laws improve on the existing law by providing  for at least 3 non-executive Directors, if there are more than 5 Directors, must fulfil  the independence requirements provided for Statutory Auditors of listed companies as contained in article 148, paragraph 3 of the Consolidated Law on Finance ("Testo Unico sulla Finanza", Tuf).

Eni's Code provides for further independence requirements,  in accordance with the Code of Borsa Italiana.Moreover, Eni's By-laws, in accordance with applicable regulations, state that Directors (and chief operating officers, as well) must fulfil the integrity requirements established for members of control bodies of listed companies as well as the additional requirements specifically determined for them.

The Board of Directors takes into account all the above criteria in its periodic assessments of the independence of its non-executive members, prioritizing substance over than form.

The Board - after the appointment and periodically - evaluates independence and integrity requirements of Directors and the absence of reasons for ineligibility and incompatibility. If the independence and integrity requirements impair or cease or the requirements that were declared or the reasons for ineligibility and incompatibility arise, the Board declares the dismissal of the Director and arrange for him to be replaced or ask for the reason for incompatibility to be removed within an established period of time, on pain of forfeiture of the post.

After the appointment, in the meeting held on May 6, 2011, the Board of Directors - on the basis of the statements made and the information available to the Company – evaluated the existence of these requirements as well as the independence of its members, as shown in the table below.
No lead independent Director has been appointed given the presence of a CEO and a Chairman with different roles.

* Although the Board's Chairman is a non executive Director, he cannot be deemed independent under the Borsa Italiana Code, as he is also a top manager of the Company.

** With reference to the marital relationship of the Director Profumo with an employee of the Company, the Board considered that this relationship does not absolutely compromise the independence requirements requested by Eni Corporate Governance Code, in consideration of the ethical and professional rigour of this Director and of his international reputation.

Evaluation of independence requirements – Board of Director in office until 5 May 2011