Powers

On 11 June 2008, the Board of Directors in office appointed Paolo Scaroni  as  Chief Executive Officer, and granted him  all the powers for the administration of the Company, with the exception of the following powers which – in addition to those which can not be delegated by law – the Board exclusively reserved to itself with subsequent resolutions.
In more detail, the Board:

1. Defines the system and rules of corporate governance of the Company and the Group.In particular and after consulting the Internal Control Committee, it adopts rules which ensure transparency as well as the substantive and procedural correctness in related parties transactions and in operations in which the Director retains a personal interest or an interest on behalf of third parties; in addition, it adopts a procedure for the internal handling and disclosure of corporate information, with specific reference to inside information.

2. Establishes the internal committees of the Board with advisory and consulting functions and appoints their members while establishing their tasks and compensation and approving their regulations.

3. Assigns and revokes proxies to the Chief Executive Officer and to the Chairman, defining the limits and modalities for exercising these proxies in addition to determining – after examining the proposals of the relative Committee and consulting with the Board of Statutory Auditors – the compensation related to these proxies.The Board may impart directives to the delegated bodies and implement itself any operations falling under the proxies.

4. Defines the fundamental guidelines pertaining to the organizational, administrative and accounting structure of the Company, including the internal control system, of the primary subsidiaries and of the Group.Evaluates the adequacy of the organizational, administrative and accounting structure formulated by the Chief Executive Officer, particularly in reference to modalities for managing conflicts of interest.

5. Defines, in particular, examined the proposals of the Internal Control Committee,  the guidelines of the internal control system in order to ensure the identification, measurement, management and monitoring of the main risks of the Company and its subsidiaries.Evaluates, on an annual basis, the adequacy, effectiveness and actual functioning of the internal control system that is supervised by the Chief Executive Officer.

6. Defines – upon proposal of the Chief Executive Officer  – the strategic guidelines and objectives of the Company and the Group, including sustainability policies.Examines and approves the strategic, industrial and financial plans of the Company and the Group as well as agreements of strategic nature for the Company.Examines and approves the plan for non-profit operations of the Company and approves operations not included within the plan whose cost exceeds 500,000 Euro.

7. Examines and approves the annual budgets of the Divisions and the Company as well as the consolidated budget of the Group.

8. Examines and approves the half-year financial report and the interim reports of the Company and the Group, in accordance with currently effective regulations.Examines and approves the Sustainability Report  which must be presented to the Shareholders’ Meeting.

9. Receives information from Directors with proxies – at the time of Board meetings,–and in any case at least on a bi-monthly basis - relative to activities implemented during the exercising of proxies as well as on activities of the Group and on atypical or unusual operations or on  the Company related parties transactions which have not been presented for examination and approval to the Board.In particular, it periodically receives information on a half-year basis, along with justification, for any modifications applied to investment operations which were previously approved by the Board, in accordance with point 12, letter b) and c), and on the basis of criteria established by the Board itself.

10. Receives periodical half-year information from the internal committees of the Board.

11. Assesses general management trends of the Company and of the Group on the basis of information received from Directors with proxies while paying particular attention to conflicts of interest and comparing attained results - as reported in the annual report and interim financial statements - with budget estimates.

12. Evaluates and approves any transaction executed by the Company and its subsidiaries that have a significant impact on the company's results of operations and liquidity. Particular attention is paid to situations in which Board members hold an interest on their own behalf or on behalf of third parties, and to related parties transactions. The Board ensures the principle of operational autonomy with specific regard to the listed companies of the Eni Group and companies subject to unbundling regulation. It also ensures the confidentiality of trade relations between said subsidiaries and Eni or third parties for the protection of the subsidiaries' interests.
    Transactions with a significant impact on the company's results of operations and liquidity include the following:

1. acquisition and disposal of shareholdings, investments, businesses and individual properties, contributions in kind, mergers and de-mergers exceeding €100 million, notwithstanding Article 23.2 of the By-laws;

2. investments in fixed assets exceeding €300 million, or less if of particular strategic importance or particularly risky;

3. any exploration initiatives and portfolio operations in the E&P sector in new areas;

4. sale and purchase contracts relating to goods and services other than investments and gas supplies, for an amount exceeding €1 billion – except for the ordinary business operations – or a duration exceeding twenty years; gas supply contracts, or modifications to such contracts, for at least 3 billion of cubic meter per year and ten-year length.

5. financing to entities other than subsidiaries: i) for amounts exceeding €200million, if the amount is proportionate to the interest held or, ii) in any case, if in favour of non-related companies or the amount is not proportionate to the interest held;

6. issuing by the Company of personal and real guarantees to entities other than subsidiaries: i) for amounts exceeding € 200million, if in the interest of the Company or of Eni subsidiaries or non-controlled companies, as long as the guarantee is proportionate to the interest held or ii) in any case, if the guarantees are issued in the interest of non-controlled companies and the amount is not proportionate to the interest held. In order to issue the guarantees indicated in section i) of letter f), if the amount is between €100million and €200million, the Board confers powers to the Chief Executive Officer and the Chairman.

7. intermediary agreements of Eni S.p.A.

13. Appoints and revokes – upon proposal of the Chief Executive Officer and in agreement with the Chairman – the General Managers and grants their relative powers.In the case of appointment of the Chief Executive Officer as General Manager, the proposal is provided by the Chairman.

14. Appoints and revokes – upon proposal of the Chief Executive Officer, in agreement with the Chairman and following approval from the Board of Statutory Auditors – the  Officer in charge of preparing financial reports ,  and supervises so that he has  adequate powers and means to carry out his  tasks, as ascribed him by the law,  as well as on the actual observance of the  administrative and accounting procedures formulated by this Officer.

15. Appoints and revokes – upon proposal of the Chief Executive Officer, in agreement with the Chairman and following the opinion of the Internal Control Committee – an Officer in charge of internal control and a Senior Executive Vice President of Internal Audit in addition to defining their remuneration in accordance with the compensation policies of the Company as well as approving the guidelines for the activities of these two executives.

16. Ensures that a manager is identified as responsible for shareholder relations.

17. Defines – after having examined the proposals of the relative Committee – the criteria for remunerating the top executives of the Company and of the Group in addition to implementing the stock incentive plans approved by the Shareholders’ Meeting.

18. Deliberates – upon proposal of the Chief Executive Officer – on the exercising of voting rights and on the appointment of members of corporate bodies of the primary subsidiary companies.In the case of listed companies, the Board must guarantee compliance with the provisions of the Corporate Governance Code falling under the competence of the Shareholders’ Meeting.

19. Formulates the proposals to present to the Shareholders’ Meeting.

20. Examines and deliberates on other issues which Directors with proxies believe it is opportune to present to the Board due to their particular relevance or sensitivity.

In accordance with Article 23.2 of the By-laws, the Board also deliberates:on mergers operations and proportional spin-off operations in shareholdings with share quotas exceeding 90%; on the creation and closing of branches; and on adjustments of the By-laws to regulatory provisions.
In accordance with the By-laws, the Chairman and the Chief Executive Officer retain representative powers for the Company.