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Corporate Governance System and Rules

The term Corporate Governance refers to the system and rules by which companies are managed and governed.
When developing its corporate governance system, integrity and transparency were the key principles on which Eni focused. The system is also structured in accordance with applicable general and specific regulations, as well as with the Company’s By-laws and Code of Ethics, and with the recommendations set out in the Corporate Governance Code of Listed Companies which Eni has adopted, as well as internal rules and best practices in this field.

Eni is a public company and its shares are listed on the regulated markets of Milan and New York. The Company has a traditional administration and control system whereby corporate management is the responsibility of the Board of Directors and control functions are allocated to the Board of Statutory Auditors. The Company's accounts are also independently audited by an accredited audit firm.

The Shareholders' Meeting is the forum through which the owners of the Company exercise their responsibility for the most significant decisions affecting the business of the Company. These include appointing corporate bodies, approving the financial statements and amending the By-laws.
The Board of Directors has delegated part of its management powers to the Chief Executive Officer and has formed four internal committees to provide it with recommendations and advice in specific areas.

The roles of the Chief Executive Officer and the Chairman are separate and both represent the Company.

Eni is subject to the general rules governing listed companies, as well as special regulations regarding its corporate activities.

The fact that the Italian Ministry of the Economy and Finance is the relative majority shareholder (holding a plurality of the Company’s shares), means that the financial management of the Company is also reviewed by Italy’s Court of Auditors (Corte dei conti) and is subject to the application of special provisions.

The Company is also subject to the so-called special powers of the State and shareholding limits, although these special powers are not directly associated with the Ministry's role as a shareholder.

The By-laws fully incorporate the provisions mentioned above, while the Corporate Governance Code, which Eni has adopted, describes the governance system put in place by the Company. An annual Corporate Governance Report provides detailed information on the corporate governance system and the shareholding structure.

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Last updated on 13/06/14