The Eni Corporate Governance Code  represents, in a clear and complete way, the governance system of the Company, with regards to the Borsa Italiana Corporate Governance Code, with provisions that enhance further on the governance level. In particular:

• the directors have to take in consideration the interests of the other stakeholders pursue the objective of creating value for the company's shareholders;
• directors with delegated powers are due to report their activity to the Board of Directors every two months, instead of three; 
• the self-assessment process of the Board can be performed with the support of a specialized external consultant, to ensure its objectiveness;
• directors and auditors shall hold their positions only as long as they deem to be able to dedicate the necessary time to diligently perform their duties;
• the number of members of Board committees mentioned by the Code (Internal Control Commission and Compensation Committee) shall be lower than the majority of Board members in order not to interfere with the Board's decision-making process;
• at least two members of the Internal Control Committee must have adequate experience in accounting and finance (the Borsa Italiana Code foresees only one member with these skills);
• the Internal Control Committee's opinion on corporate rules has been introduced to ensure that all transactions carried out with related parties and transactions in which a director has an interest, are performed in a transparent way and according to criteria of substantial and procedural fairness; furthermore, Internal Control Committee has a relevant role in the instruction of related parties transactions, as requested by principles and best practices regulating this matter;
• the proposal of appointment of the Manager delegated to internal control to the Board of Directors is drafted by the CEO, in agreement with the Chairman, with the opinion of the Internal Control Committee, as determined by the Board of Directors decision of October 30, 2008 which also decided that the same procedure shall apply for the appointment of Internal Audit manager. 

The Board of Directors, adopting the Code,  approved at the same time some rules regarding its implementation, and in particular:

• the powers of the Board of Directors have been redefined: the Board maintains an absolute central role in Eni corporate governance system, with wide responsibilities that encompass the definition of the organizational set-up of the Company  and the Group, and of the internal control systems;
• the  important transactions of Eni and its subsidiaries, that require the approval of the Board of Directors, have been defined, including transactions where one or more directors have an interest on their own or third parties behalf and those ones with related parties;
• the Board of Directors has been reserved a central role in defining sustainability policies and approving the  sustainability report, which is submitted also to the Shareholders' Meeting;
• the subsidiaries with strategic relevance have been identified;
• it has been defined the maximum number of offices in other companies that can be held by Eni directors to ensure a sufficient amount of time for the effective performance of their duties;
• it has been clearly affirmed the principle of not interfering in the decision-making process of Eni listed subsidiaries and of subsidiaries  that fall within regulations on unbundling provided for their sector specific regulation, with the commitment, for Eni, to observe the Code provisions for listed company shareholders.

Giving execution to Code provisions, for the first time in its meeting of March 16, 2007, confirming its previous decision in the meeting of October 30, 2008, the Board of Directors with the positive opinion of the Internal Control Committee, entrusted the Internal Audit Manager as manager delegated for the Internal control.

The Board of Statutory Auditors adhered to the Code provisions  regarding the Board itself and its members. 

The Corporate Governance Report published at the time of approval of the 2008 Annual Report, is provided with detailed disclosure on the application and enforcement of the Eni Corporate Governance Code.