Committees

Role
This Committee assists the Board of Directors in fulfilling its tasks in the matter of internal control, and in particular in the definition of the guidelines for the system of internal control and the regular evaluation of its adequacy, efficacy and functionality. The Committee supervises the activities of the internal audit function and, more generally, deals with problems arising from internal control issues, with the support of other company structures, functions and bodies involved in the management and/or monitoring of the system. The Committee has issued its opinion on the Guidelines adopted by the Board of Directors to ensure transparency and the effective and procedural fairness of transactions by related parties or any transaction in which a director or statutory auditor has an interest, is involved in the assessment and decision-making process of significant operations or plays a relevant role in transactions not specifically requiring Board approval.

Composition
The Committee is composed of four non-executive directors, all of whom are independent. In accordance with the Eni Corporate Governance Code, two of the committee’s members have specific competence in accounting and financial matters. The current committee is made up as follows: Marco Reboa, Pierluigi Scibetta, Paolo Marchioni and Francesco Taranto. The Secretary is the Senior Executive Vice-President of the Internal Audit Department, Rita Marino.

Meetings
During 2009, the Committee met 20 times, and the meetings were attended on average by around 94% of its members.
Meetings are also attended by the Chairman of the Board of Statutory Auditors or an Effective Auditor appointed by him.

Role
The Committee has advisory functions with respect to the Board of Directors in relation to the compensation of the chairman, the chief executive and the members of the Board's committees, as well as, the examination of indications by the chief executive on the following:

1. annual and long-term incentive plans;
2. general criteria for the compensation of executives with strategic responsibilities;
3. the objectives and results of performance and incentive plans.

Composition
The Committee is composed of four non-executive directors, all of whom are independent. The current members are: Mario Resca (Chairman), Alberto Clô, Paolo Andrea Colombo and Francesco Taranto. The Secretary is the Senior Vice-President of Human Resources & Business Services, or, on his behalf, the Compensation Policies and Systems Manager.

Meetings
During 2009, the Compensation Committee met 13 times, with a 96% attendance rate.

Role of the Committee
The Oil-Gas Energy Committee (OGEC) was established by the Board of Directors to monitor trends and scenarios, as well as to analyse the competitive dynamics in international energy markets.
The OGEC has an advisory and consultative role with respect to the Board of Directors, in particular regarding the Group's Strategic Plans and the consistency of the guidelines adopted in multi-year plans.

Composition
The Committee is composed of five non-executive directors, all of whom are independent. Current members are: Alberto Clô (Chairman), Marco Reboa, Mario Resca, Paolo Colombo and Pierluigi Scibetta. The Secretary is the Senior Vice- President of Scenarios and Long-Term Strategic Options, Giuseppe Sammarco. In 2009, the Secretary of the committee was Leonardo Maugeri, Head of the Strategies and Development Department.

Meetings
The OGEC met 10 times in 2009 with an 80% attendance rate. Meetings were also frequently attended by the chairman of the Board of Directors and other directors.