Guidelines on related parties transactions

Pending the emission of implementing provisions of Article 2391-bis of the Italian Civil Code, with a decision of February 12, 2009, Eni’s Board of Directors, with the opinion of the Internal Control Committee, approved the internal guidelines on transactions in which a director or statutory auditor has an interest and on transactions with related parties, with the aim to ensure the observance of transparency and of procedural and substantial fairness principles required, for the mentioned transaction, by the said Civil Code provision and by the Borsa Italiana Code.

Eni, in agreement with the general principles anticipated by Consob, introduced them in its procedure, keeping account of the best practice too. In particular in its guidelines the Board:

• identified, based on predetermined criteria, main transactions with related parties (“relevant transactions‘), as such reserved to its sole responsibility;
• reserved a special role to independent directors, by engaging the Internal Control Committee in the assessment and decision making process of these transactions. The Committee plays also a relevant role in transactions that are not reserved to the Board;
• strengthened an in-depth process of review and assessment of all transactions with related parties, irrespective of allocation of decision-making powers, in order to guarantee transparency and substantial and procedural fairness. The same kind of transparency must be observed also in the subsequent decision making process.

Therefore, these guidelines define Eni’s Group policy on these matters. Amounts and types of trade and financial transactions with related parties and their impact on consolidated results and cash flow, and on the Group’s assets and liquidity are reported in notes into the consolidated financial statements.

As provided for by the Eni Code, these guidelines also regulate the transactions in which a Director and Statutory Auditor has an interest, in particular:

• Eni’s directors and statutory auditors shall disclose periodically any personal interest with respect to the parent company in Eni and its subsidiaries and shall timely inform the Board of Directors and the Board of Statutory Auditors on transactions in which they have an interest that may be outside the Group's purposes;
• Directors who disclosed above mentioned interests should usually not take part in discussions and decisions on such transactions, also leaving the meeting when the decision is made;
  

in any case, all transactions in which  directors or  statutory auditors or persons related to them have an interest are considered material to the Company and are subject to the strengthened review process with the Board of Directors competence, prior  opinion of the Internal Control Committee.