COMPOSITION
INDEPENDENCEThe Board of Directors is composed of a minimum of three and a maximum of 9 members, with the exact number being determined by the ordinary Shareholders' Meeting. In accordance with the Statute, minority shareholders are empowered to nominate a number of their representatives equal to three tenths of the total number of representatives (rounded up to the next highest number) on the Board.
The Shareholders Meeting of 10 June 2008 decided to set in 9 the number of the members of the Board of Directors and appointed Roberto Poli, Paolo Scaroni, Alberto Clô, Paolo A. Colombo, Paolo Marchioni, Marco Reboa, Mario Resca, Pierluigi Scibetta and Francesco Taranto for a period of three financial years, up to the date of the shareholders' meeting that will be called to approve the 2010 financial statements.
Roberto Poli, Paolo Scaroni, Paolo A. Colombo, Paolo Marchioni, Mario Resca and Pierluigi Scibetta were candidates proposed by the Ministry of economy and finance.
Alberto Clô, Marco Reboa and Francesco Taranto were candidates proposed by institutional investors.
The same Shareholders Meeting appointed Roberto Poli as Chairman of the Board of Directors and, on 11 June 2008, the Board nominated Paolo Scaroni as Chief Executive of the Company.
Roberto Ulissi, who has been the Company's Senior Executive Vice President for Corporate Affairs and Governance Department since 1 June 2006, was nominated Secretary of the Board of Directors.
Eni's By-laws, improving on the existing law, state that at least 3 non-executive directors, if there are more than 5 directors, must possess the requirements of independence provided for statutory auditors of quoted 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 line with the ones provided for by the Borsa Italiana Code.
Moreover, Eni's By-laws, in line with applicable regulations, state that directors (and chief operating officers, as well) must possess the integrity requirements prescribed to members of control bodies of listed companies as well as the additional requirements specifically determined for them.
The Board - after the appointment and periodically - evaluates independence and honour requirements of directors and the absence of reasons for ineligibility and incompatibility. If the independence and honour requirements impair or cease or the requirements that were declared or the reasons for ineligibility and incompatibility arise, the Board declares the termination of office of the member lacking said requirements and provides for his substitution or allows any impaired director to eliminate any reasons for incompatibility within a set deadline.
On February 26, 2009 the Board of Directors, on the basis of individual statements received, assessed the existence of said 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.
A lead independent director has not been appointed in light of the clear distinction of functions between Chairman and CEO.
| Directors | Independent as per law and by-laws | Independent as per Corporate Governance Code |
| Roberto Poli (Chairman)* | ||
| Paolo Scaroni (CEO) | ||
| Alberto Clô** | X | X |
| Paolo Andrea Colombo | X | X |
| Paolo Marchioni | X | X |
| Marco Reboa | X | X |
| Mario Resca | X | X |
| Pierluigi Scibetta | X | X |
| Francesco Taranto | X | X |
| Independents/Total | 7/9 | 7/9 |
Glossary
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Last updated on 20/08/09