CORPORATE GOVERNANCE

NYSE Governance Standards

Eni is an Italian company with shares listed on the stock exchange of Milan and is subject to the authority of the National Commission for Companies and the Stock Exchange (Consob) as well as the supervisory activities of the market management company "Borsa Italiana SpA " whose Corporate Governance Code adheres.
Eni shares are also listed on the New York Stock Exchange (NYSE) through the American Depositary Receipt (ADR) program. Eni is therefore subject to the authority of the SEC (Security Exchange Commission) and must comply with US regulations relative to foreign issuers listed on the NYSE. One of the required obligations involves reporting the primary differences between national corporate governance standards and those followed by US companies. The comparison is published in the annual report (Form 20-F) which the "foreign private issuers" listed on US markets must file with the SEC within the first six months from the end of the year, in accordance with Sections 13 (a) and 15 (d) of the "Securities and Exchange Act" of 1934.

The governance structure of Eni follows the traditional model defined by the Italian Civil Code which provides for two separate corporate bodies, the Board of Directors and the Board of Statutory Auditors, which are respectively allocated the functions of governance and control. This model differs from the so-called "one-tier" (monistic) system required by US regulations in which the Board of Directors is the only corporate body with governance functions along with an Audit Committee with supervisory powers.

Primary differences between corporate governance practices applied by US companies on the basis of NYSE standards and those applied by Eni (Section 303A.11 of the NYSE Manual)

Independents Directors

NYSE STANDARDS	ENI STANDARDS
In accordance with NYSE standards, US companies must have a majority of independent members in their Boards.	In execution of applicable regulatory provisions, the Eni By-laws require that at least one director – if the Board is up to five members – or at least three directors (rather than two) – if the Board is composed of more than five members (rather than seven) – must possess the requirements of independence that are required by law for auditors of listed companies: a director can not be considered independent if he/she is party to relations – either directly or through family members and – with the issuer, its directors or other companies of the Group which may influence his/her independent judgement. The Eni Corporate Governance Code (Eni Code) provides for additional pre-requisites for independence, in accordance with those required by the Corporate Governance Code of Borsa Italiana which recommends that the Board of Directors includes an adequate number of non-executive and independent directors; independence is defined as not being currently or recently involved in any commercial relations – either directly or indirectly– with the issuer or other parties associated with the issuer and which may influence his/her independent judgement. As required by the By-laws, the Board of Directors periodically evaluates the independence of directors. The Eni Code also requires that the Board of Statutory Auditors verifies the correct application of the criteria and procedures adopted by the Board for assessing the independence of its members. The results of the Board's evaluation are communicated to the market.

Meetings of Non-Executive Directors

NYSE STANDARDS	ENI STANDARDS
Non-executive directors, including non-independent ones, must meet on a regular basis in the absence of management. In addition, if the group of non-executive directors includes non-independent directors, the independent directors must meet separately at least once per year.	The Eni Code allows independent directors to decide to meet in the absence of the 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.

Nominating/Corporate Governance Committee

NYSE STANDARDS	ENI STANDARDS
U.S. companies must establish a committee for appointments and for corporate governance which is exclusively composed of independent directors whose functions include but are not limited to: selecting qualified candidates for the office of director; presenting these candidates to the shareholders' meeting; and advising the Board of Directors on the principles and norms of corporate governance.	This provision is not binding for foreign issuers. The Corporate Governance Code of Borsa Italiana recommends that the Board of Directors shall evaluate whether to establish among its members a nomination committee made up, for the majority, of independent directors. On July 28, 2011, the Board of Directors of Eni established the Nomination Committee, led by the Chairman of the Board of Directors, Giuseppe Recchi, and composed by the Chairmen of the other Board Committees: Alessandro Lorenzi (Chairman of the Internal Control Committee) Alessandro Profumo (Chairman of the Oil-Gas Energy Committee) and Mario Resca (Chairman of the Compensation Committee). The Committee resolves on the basis of the proposals of the CEO, who takes part in its meetings. The members of the Nomination Committee are all non-executive directors. The majority of them are independent in accordance with the recommendations of the Corporate Governance Code of Borsa Italiana. Corporate governance is under the authority of the Board of Directors.

Audit Committee

NYSE STANDARDS	ENI STANDARDS
The US companies must establish an Audit Committee that meets the requirements of the Rule 10A-3 of the Securities Exchange Act of 1934 and complies with the provisions of the Sarbanes-Oxley Act and Section 303.A.07 of the NYSE Listed Company Manual.	During the meeting held on 22 March 2005, eni Board of Directors, in application of the exemption for the foreign issuers as per Rule 10A-3, assigned the Board of Statutory Auditors, effective 1 June 2005, the functions specified in the SEC norms and the Sarbanes-Oxley Act for Audit Committees of the non-US companies listed on the NYSE. According to the norms of the Section 303.A.07 of the NYSE Listed Company Manual, audit committees of the US companies perform additional functions that the foreign issuers are not expected to carry out.

"Business Conduct and Ethics" Code

NYSE STANDARDS	ENI STANDARDS
The standards for being listed on the NYSE require that each listed company adopts a business conduct and code of ethics for directors, managers and employees in addition to making immediately known any derogation provided in favor of directors and managers with executive responsibilities.	The Code of Ethics of Eni – adopted on 14 March 2008, in replacement of the previous version of 1998 - represents a clear definition of the value system that is acknowledged and applied by Eni as well as the responsibilities which Eni assumes both internally and externally in order to ensure that all its operations are implemented in accordance with regulations and within an environment of fair competition, honesty, integrity, fairness and good faith while protecting the legitimate interests of all stakeholders with which Eni regularly interacts: shareholders, employees, suppliers, customers, commercial and financial partners as well as local communities and institutions within the countries in which Eni operates. These values are affirmed within the Code of Ethics and all individuals which work for Eni – without exception or distinctions, and including directors, senior managers and members of corporate bodies, as also required by SEC regulations and the Sarbanes-Oxley Act – are required to comply with this Code and apply it within the realm of their individual functions and responsibilities. The Guarantor of the Code of Ethics – identified as the Watch Structure of "Model 231" relative to the adoption of protocols for organization, management and control required by Legislative Decree no. 231/2001 – acts for the protection and promotion of the abovementioned principles; every six months, this body presents a report on the implementation of the Code to the Internal Control Committee as well as to the Board of Statutory Auditors, the Chairman and the Chief Executive Officer who in turn reports to the Board of Directors

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Last updated on 19/08/11

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