• During 2008, the Committee examined the following main issues:

• the definitive results for activities carried out in 2007 and Eni's integrated audit plan for 2008 by the Internal Auditing Department and the relative periodic status reports;
• the definitive results for activities carried out in 2007 and the plan for 2008 of the Internal Auditing Departments of the subsidiaries Saipem and Stogit;
• the results of programmed and ad hoc audits issued by Eni's corporate Auditing Department, as well as the results of the monitoring of the state of implementation of corrective measures planned by operating lines in order to overcome issue raised during audits, with detailed accounts of specific issues;
• the results of checks conducted by Eni's Internal Auditing Department in response to specific requests made by Control Bodies;
• periodic reports on indications received;
• the report on Eni's internal control system, prepared by the executive nominated and compliant with the prerequisites of independence foreseen for such a company figure;
• a hypothesis on how the role may evolve and the tasks and responsibilities for the executive appointed to over see Eni's Internal Control and Internal Auditing functions and the guidelines emanating from the Board of Directors regarding the issue of Internal Auditing;
• the updating of the Operating Manual for Eni's Internal Auding function;
• communication of news or advice concerning investigations on the part of bodies/authorities of the Italian state or foreign states with criminal jurisdiction or, in any case, with powers of judicial investigation with regard to criminal acts that may involve, even only potentially, Eni or its subsidiaries, either directly or indirectly, in Italy or abroad, or its directors and/or employees;
• any communication pertaining to the development of ongoing suits;
• the essential highlights of the company's annual report for the year 2007, through meetings with the executives responsible for the main administrative functions of Eni and its main subsidiaries, as well as the chairmen or other members of the boards of statutory auditors of each company and the partners of the external auditing companies commissioned to express judgement on individual reports; the representation in the reports of specific operations; the draft of the consolidated half-yearly financial report for the period to 30 June 2008, prepared in line with the "transparency" directive and the relative letter issued by the external auditors concerning the compliance of the half-yearly report with international accounting principles, as these apply to interim financial reporting (IAS 34);
• the procedures and systems adopted for the evaluation, classification and reporting of Oil Reserves;
• the principal aspects of Form 20-F, the provision of information concerning the implementation or start up of SOA activities and the updating of the 2008 Antifraud Programme;
• the report of the executive nominated to prepare and the report on the system of control of corporate communications;
• the implementation plan ex. art. 36 ff. of the Consob Market Regulation document;
• the chapter on the Internal Control System to be included in the Report on Corporate Governance in the 2007 Annual Report;
• the guidelines concerning the revision of annual reports, the summary of the reports of the external auditors on the annual reports for 2007, and the approach and strategy for the external auditing for the years 2007 and 2008;
• the updating of Eni's Model 231 and periodic reporting and communication of the activities of the Corporate Control Body, with meetings with the members of the body itself, as foreseen by the new Model 231 approved by Eni's board of directors in March 2008;
• the updating of the Eni guidelines concerning the management and control of financial risk;
• information about Circular n°. 330 of 14.10.2008 "Rules regarding the Procurement Processes for labour, goods and services" (Single Text for Procurement), the main aspects of the project for business process re-engineering (BPR) regarding the Group's procurement and the updating of the procedure for the re-qualification of suppliers following the findings of the illicit activities commission;
• the periodic report on disciplinary action for illicit activities involving company employees, as per Circular n°. 301 of 14 December 2007;
• information about Circular n°. 305 of 20.12.2007 regarding the "Diffusion and adoption of normative tools";
• the draft report of directors, as per art. 2433-bis c.c. concerning advance divided payments for the year 2008;
• in formation concerning the development programmes of the activities of Eni Trading & Shipping SpA; (xxv) the logic-operative flows that characterise the Group's communication activities.

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• Regulations for the Internal Control Committee

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• Among the most significant activities in 2008, the Committee formulated proposals to be made to the board of directors concerning:

• Eni's 2007 results and the objectives for 2008 with a view to determining annual and long-term incentive plans;
• the variable remuneration of the chairman and chief executive on the basis of the 2007 results;
• the remuneration position of the executives with strategic responsibilities and the criteria for annual remuneration policies;
• the economic and normative treatment applicable to the chief executive and general manager, Paolo Scaroni, as well as the remuneration for powers to be attributed to the chairman;
• the implementation in 2008 of incentive long-term plans and the relative attribution to be made to the chief executive.

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• Compensation Committee - Regulations

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The first issue discussed by the Committee was the situation of world hydrocarbon reserves – crucial topic for the oil & gas industry –analysing also exploration and development expenditure of the industrial sector, the performance of Major Oil Company, as well as the situation and projects of Eni.

Then the attention was on the competitive landscape in energy sector, focussing on the Exploration & Production and Gas & Power businesses.

In the last quarter of the year meetings, OGEC analysed the outlook of the energy markets – particularly oil and gas – influenced by the world economic and financial crisis and by the recent approval of a new Energy Policy for Europe, evaluating its possible impact on Eni’s industrial plan.

Downloadable documents

• REGULATIONS FOR THE OIL-GAS ENERGY COMMITTEE

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