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 10 June 2008 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 2010: Roberto Poli, Paolo Scaroni, Alberto Clô, Paolo A. Colombo, Paolo Marchioni, Marco Reboa, Mario Resca, Pierluigi Scibetta and Francesco Taranto.

Roberto Poli, Paolo Scaroni, Paolo A. Colombo, Paolo Marchioni, Mario Resca and Pierluigi Scibetta were candidates of the Ministry of the Economy and Finances.

Alberto Clô, Marco Reboa and Francesco Taranto were candidates of institutional investors.

The Shareholders’ Meeting itself appointed Roberto Poli as the Chairman of the Board of Directors and, on 11 June 2008, the Board appointed Paolo Scaroni as the Chief Executive Officer of the Company.

The Secretary of the Board of Directors is Roberto Ulissi, Senior Executive Vice President of Corporate Affairs and Governance Department of the Company as of 1 June 2006.

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.

On February 11, 2010 the Board of Directors, on the basis of individual statements received and the information available to the Company, confirmed the existence of these requirements as well as the independence of its members, as shown in the table below.

The Board of Statutory Auditors has verified the proper application of criteria and procedures adopted by the Board to evaluate the independence of its members, as provided for by the Eni's Code.

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.
** Director Clô has been confirmed as independent also under the terms of the Eni  Code, even though he has held the position for more than nine years, because he has been appointed by minority shareholders (specifically institutional investors) and because of his recognized professional skills and independence of judgment