CORPORATE GOVERNANCE SYSTEM AND RULES

The term Corporate Governance refers to the system by which companies are managed and governed.
When formulating its corporate governance system, integrity and transparency were the key principles on which Eni focused and the system is structured in accordance with applicable general and specific regulations, as well as with the By-laws, the Code of Ethics, and the recommendations outlined in the Corporate Governance Code of Listed Companies issued by Borsa Italiana (the Italian stock exchange) , as well as internal regulations and best practice throughout the sector.

Eni is a public company and its shares are listed on the regulated markets in Milan and New York. The company has a traditional administration and control system whereby corporate management is the responsibility of the Board of Directors and control functions are allocated to the Board of Statutory Auditors. The company's accounts are also independently audited by an accredited auditing firm. The Shareholders' Meeting is the forum whereby the owners of the company exercise their responsibility for the most significant decisions affecting the business of the company, These include appointing corporate bodies, approving the financial statements and modifying the by-laws. The Board has delegated part of its managerial powers to the chief executive and appointed four internal committees with an advisory and consultative remit.

The roles of the chief executive and the chairman are separate and both retain representative powers with respect to the company. Eni is subject to the general rules governing listed companies as well as specific regulations regarding its corporate activities.

The fact that the Italian Ministry of Economy and Finance is the shareholder with a relative majority, means that the financial management of the company is also reviewed by the Court of Auditors (the Italian Corte dei conti). It also implies the application of special provisions which, however, do not affect the rights of the other shareholders.

The company is also subject to the so-called Special Powers of the State and shareholding limits, although these Special Powers are not directly associated with the Ministry of the Economy's role as a shareholder. The By-laws fully incorporate the above mentioned provisions while the Corporate Governance Code describes the governance system put in place by the company. An annual Corporate Governance Report provides detailed information on the corporate governance system and on shareholder structures.