CORPORATE GOVERNANCE

Audit firm

The auditing of the company’s accounts is entrusted, as per current legislation, to an independent auditing firm that is appointed by with the law, to an audit firm whose appointment, based on recommendations by the Board of Statutory Auditors, is the responsibility of the Shareholders.
The mandate of PricewaterhouseCoopers S.p.A. conferred by the Shareholders' Meeting of 1 June 2001, and subsequently renewed by the Shareholders’ on 28 May 2004 and extended on 24 May 2007, expired on the date set for the approval of the financial statements for the year ended 31 December 2009.
On the basis of a motivated proposal presented by the Board of Statutory Auditors’, the Shareholders’ Meeting of 29 April 2010 approved the appointment of Reconta Ernst & Young S.p.A. for the period 2010-2018 to:

audit the company’s financial statements;
audit the consolidated financial statements;
to verify, during the financial year, that the company’s accounts are regularly kept and that relevant management events are correctly recorded;
perform a limited audit on the half-yearly financial report;
to verify Form 20-F.

The Partner responsible for the mandate will be Mr Riccardo Schioppo.

For the above appointment on behalf of Eni S.p.A., Reconta Ernst & Young S.p.A. proposed fees for 2010 amounting to a total of € 2,527,543 and for 2010-2018 for a total of €20,346,714, the chart below provides a breakdown:

Activity	2010		2010 -	2018
	Hours	Fee	Hours	Fee
a. Auditing of the company financial statement	20.733	1.410.176	166.898	11.351.734
b. Auditing of the consolidated financial statement	4.453	302.875	35.847	2.438.170
c. Verification, during the financial period, that the accounts are correctly kept	4.682	318.451	37.692	2.563.659
d. Limited audit for the six-monthly report	4.193	285.191	33.754	2.295.812
e. Verification of Form 20-F	3.100	210.850	24.955	1.697.339
Tot.	37.161	2.527.543	299.146	20.346.714

Moreover, nn the basis of motivated proposals presented by the Boards of Statutory Auditors’ of Saipem S.p.A. and Snam Rete Gas S.p.A., their respective Shareholders’ Meetings approved the appointment of Reconta Ernst & Young S.p.A. as independent auditors for the period 2010-2018.

Reconta Ernst & Young S.p.A. will also have analogous responsibilities for the auditing of the accounts of Eni S.p.A. subsidiaries, and the listed companies Saipem S.p.A. and Snam Rete Gas S.p.A.

Finally, Reconta Ernst & Young has also been appointed to conduct supplementary activities, as outlined in document n. 600 of the Auditing Principles; this involves the assumption of full responsibility by the auditing firm also for any work on the financial statements of group companies audited by other auditors. As a result, Reconta Ernst & Young, in its report on the consolidated financial statements, undertakes the role and responsibilities of Sole Auditor of the Eni Group.

The overall offer submitted by the auditing company consequently involves, in addition to l’Eni S.p.A., also 397 companies of the Eni Group. The chart below provides a breakdown:

(amounts in euro)

	2010		2010-2018
	Hours	Fee	Hours	Fee
Eni S.p.A and subsidiaries	259.491	16.502.488	2.097.856	133.379.211
of which, for accounts auditing	167.237	10.372.933	1.346.425	83.513.742
of which, for SOX activities	75.110	5.048.515	597.135	40.136.103
of which, for additional duties	17.144	1.081.040	154.296	9.729.365
saipem spa and subsidiaries	77.742	4.826.089	628.137	39.001.978
of which, for accounts auditing	67.660	4.161.361	544.742	33.504.252
of which, for SOX activities	6.989	461.504	55.558	3.668.709
of which, for additional duties	3.093	203.224	27.837	1.829.017
snam rete gas spa and subsidiaries	15.145	1.030.104	123.546	8.403.105
of which, for accounts auditing	8.910	606.024	71.750	4.880.148
of which, for SOX activities	4.112	279.682	32.689	2.223.375
of which, for additional duties	2.123	144.398	19.107	1.299.582
Tot.	352.378	22.358.681	2.849.539	180.784.294

The "Regulations relative to the auditing of financial statements" of 24 April 2008, approved by the Board of Statutory Auditors and the Board of Directors – following the favourable opinion of the Internal Control Committee – outlines the general principles of reference pertaining to: the granting and revocation of the mandate; relations between the primary Auditor of the group and secondary auditors; the independence of the auditing firm and causes for incompatibility; the reporting responsibilities and obligations of the auditing firm; and the regulation of information flows to the Company, Consob and the SEC.

In order to protect the independence of the auditors, a monitoring system for "non-audit" tasks has been created in which the auditing firm, and companies that are a part of its network, are not appointed for tasks other than the auditing of the company’s accounts, except in rare and justified cases relating to activities not proscribed by Italian legislation or the Sarbanes-Oxley Act. Such tasks must be approved by the Board of Directors of the company concerned, following consultation with the Board of Statutory Auditors of the company itself and authorisation from the Board of Statutory Auditors of Eni, when such tasks are not among those foreseen by specific legal or regulatory norms. The Board of Statutory Auditors of Eni is, in any case, periodically informed of all tasks entrusted to the auditing firm by the companies of the group.

The reports by the auditing firm on the company’s financial statements of are available in the Documentation section of the website.