Eni Corporate Governance Code

The Eni Corporate Governance Code clearly and completely reports the governance system of the Company in light of the Corporate Governance Code of Borsa Italiana with provisions that aim to further increase the quality level of the corporate governance. In particular:

• Directors must take into account the interest of all stakeholders when creating value for shareholders;
• the minimum reporting frequency to the Board on the part of Directors with proxies has been reduced from three to two months;
• for the purposes of the self-assessment of the Board, it is possible to utilize the services of a specialized external consultant in order to ensure that the implemented work is objective;
• the commitment of Directors and Auditors to stay in office until they are capable of ensuring sufficient time for implementing their tasks has been emphasized;
• the recommendations outlined in article 3 of the Borsa Italiana Code regarding the independence criteria of the Directors have been specified, by introducing specific definitions for identifying the "significant additional remuneration" that could jeopardise their independence, and for defining the "close relatives"

• the internal Committees of the Board required by the Code (Committee for Internal Control, Nomination Committee and Compensation Committee) may not be composed of a number of Directors which represent a majority in the Board in order to not alter the process for Board resolutions;
• at least two members of the Internal Control Committee must have adequate knowledge in the accounting and financial fields (the  Corporate Governance Code of Borsa Italiana only requires one);
• the opinion of the Internal Control Committee in relation to rules for ensuring transparency as well as substantive and procedural fairness during operations with related parties – and operations involving a Director with specific interests - have been introduced. The Committee has also been ascribed a significant role in the preliminary phase of operations with related parties, in compliance with sector principles and best practices;
• The appointment of an Officer in charge of  Internal Control is implemented through a proposal to the Board which is not only formulated by the Chief Executive Officer but jointly with the Chairman after consulting with the Internal Control Committee, following the Board resolution of 30 October 2008, such modalities are also applied to the Senior Executive Vice President of Internal Audit.

The Eni Code does not, however, include the provisions of the Borsa Italiana Code regarding the Lead Independent Director, as the separation of the positions of Chairman and CEO set forth in the By-laws makes the relevant appointment unnecessary.

When adopting the Code, the Board of Directors also simultaneously approved several executive resolutions, in particular:

• The functions of the Board of Directors ensure that this corporate body is in an absolutely central position with respect to the corporate governance system of the Company and retains ample competencies, even in terms of Company and Group organization and the internal control system;
• The most significant operations of the Company and its subsidiaries have been defined and presented to the Board for approval, particularly with regards to situations in which the Directors retain personal or third party interests as well as operations with related parties;
• in accordance with the provisions of the Consob Regulation regarding transactions with related parties, the responsibility regarding the transactions of greater importance with related parties has been assigned to the Board, while a fundamental role has been reserved to independent Directors; moreover, it has been established that the Board must be informed on a bi monthly basis26 on the execution of any transactions – even of lesser importance– with related parties;

• the Board of Directors has been reserved a central role in defining sustainability policies and approving the sustainability financial statements which are also presented to the Shareholders'  meeting;
• Subsidiaries of strategic relevance have been identified;
• the maximum number of offices held by Directors in other companies has been identified in order to ensure that these Directors dedicate sufficient time to effectively implementing their tasks;
• The principle of compliance with the managerial autonomy of listed subsidiaries and of companies subject to separate administrative and accounting regimes (unbundling) has been explicitly stated, in accordance with sector regulations and with the commitment to comply - with respect to these companies - with the provisions of the Code that pertain to issuer shareholders.Moreover, on July 2, 2010, appropriate "Guidelines" were issued in order to guarantee compliance with the aims of functional separation within the Group, particularly with regard to activities carried out by companies operating in the gas sector (in Italy, Snam Rete Gas SpA and its subsidiaries).

Furthermore, Eni – in its role of shareholder – has defined the General Governance principles applied to its Italian and foreign investees for identifying the administration and control systems, and for defining the composition of company bodies and the relevant designation criteria. According to the relevant guidelines, approved by the Board of Directors on April 23, 2009, the chosen governance model for Italian companies is that of a public company based on a traditional administration and control system, while for foreign companies, the corporate designations to be adopted resemble the public or limited liability company model as defined in the Italian legislation. In any case, the auditing of Italian and foreign investee companies must be entrusted to an Audit Firm.

For the purposes of implementing the provisions of the Code, the Board of Directors appointed - for the first time in 2007 and lastly on May 19, 2011 – the Executive Vice President of Internal Audit as the Officer in charge of internal control of Eni following consulting with  the Internal Control Committee.
The Board of Statutory Auditors adhered to the Code relative to the Board and its components.
Eni Corporate Governance Report  - published at the time of approval of the annual financial statements – provides detailed information on the application and implementation tools relative to the Eni Corporate Governance Code.