CORPORATE GOVERNANCE

NYSE Governance Standards

Eni is an Italian company with shares listed on the stock exchange of Milan and is subject to the authority of the National Commission for Companies and the Stock Exchange (Consob) as well as the supervisory activities of the market management company "Borsa Italiana SpA " whose Corporate Governance Code adheres.
Eni shares are also listed on the New York Stock Exchange (NYSE) through the American Depositary Receipt (ADR) program. Eni is therefore subject to the authority of the SEC (Security Exchange Commission) and must comply with US regulations relative to foreign issuers listed on the NYSE. One of the required obligations involves reporting the primary differences between national corporate governance standards and those followed by US companies. The comparison is published in the annual report (Form 20-F) which the “foreign private issuers‘ listed on US markets must file with the SEC within the first six months from the end of the year, in accordance with Sections 13 (a) and 15 (d) of the "Securities and Exchange Act" of 1934.

The governance structure of Eni follows the traditional model defined by the Italian Civil Code which provides for two separate corporate bodies, the Board of Directors and the Board of Statutory Auditors, which are respectively allocated the functions of governance and control. This model differs from the so-called "one-tier" (monistic) system required by US regulations in which the Board of Directors is the only corporate body with governance functions along with an Audit Committee with supervisory powers.

Primary differences between corporate governance practices applied by US companies on the basis of NYSE standards and those applied by Eni (Section 303A.11 of the NYSE Manual)

Independents Directors

NYSE STANDARDS	ENI STANDARDS
In accordance with NYSE standards, US companies must have a majority of independent members in their Boards.	In execution of applicable regulatory provisions, the Eni By-laws require that at least one director – if the Board is up to five members – or at least three directors (rather than two) – if the Board is composed of more than five members (rather than seven) – must possess the requirements of independence that are required by law for auditors of listed companies: a director can not be considered independent if he/she is party to relations – either directly or through family members and – with the issuer, its directors or other companies of the Group which may influence his/her independent judgement. The Eni Corporate Governance Code (Eni Code) provides for additional pre-requisites for independence, in accordance with those required by the Corporate Governance Code of Borsa Italiana which recommends that the Board of Directors includes an adequate number of non-executive and independent directors; independence is defined as not being currently or recently involved in any commercial relations – either directly or indirectly– with the issuer or other parties associated with the issuer and which may influence his/her independent judgement. As required by the By-laws, the Board of Directors periodically evaluates the independence of directors. The Eni Code also requires that the Board of Statutory Auditors verifies the correct application of the criteria and procedures adopted by the Board for assessing the independence of its members. The results of the Board’s evaluation are communicated to the market.

Meetings of Non-Executive Directors

NYSE STANDARDS	ENI STANDARDS
Non-executive directors, including non-independent ones, must meet on a regular basis in the absence of management. In addition, if the group of non-executive directors includes non-independent directors, the independent directors must meet separately at least once per year.	The Eni Code provides for the right of independent directors to meet in the absence of the other directors: this right was exercised on 22 January 2009. All non-executive directors then met on 26 February 2009.

Committee for Appointments and Corporate Governance

NYSE STANDARDS	ENI STANDARDS
U.S. companies must establish a committee for appointments and for corporate governance which is exclusively composed of independent directors whose functions include but are not limited to: selecting qualified candidates for the office of director; presenting these candidates to the shareholders’ meeting; and advising the Board of Directors on the principles and norms of corporate governance.	This provision is not binding for foreign issuers. The Borsa Italiana Code requires the establishment – on the part of listed companies – of a Board committee for appointments in the case that the Board itself notes that the shareholders themselves report difficulties in presenting appointment proposals to the Shareholders’ Meeting. Eni has not created a committee for appointments given the composition of its shareholders and the fact that – in accordance with the norms of the By-laws – the directors are elected by the Shareholders’ Meeting on the basis of lists presented by shareholders.

Audit Committee

NYSE STANDARDS	ENI STANDARDS
US companies must establish an audit committee which meets the requirements of Rule 10A-3 of the Securities Exchange Act of 1934 in addition to complying with the additional provisions of the Sarbanes-Oxley Act e of Section 303.A.07 of the NYSE Listed Company Manual.	In its meeting of 22 March 2005, the Board of Directors of Eni, in application of the exemption applicable for foreign issuers on the basis of Rule 10A-3, assigned - as of 1 June 2005 - the functions required by SEC regulations and by the Sarbanes-Oxley Act to the Board of Statutory Auditors in relation to audit committees of non-US companies listed on the NYSE. In accordance with the norms of Section 303A.07 of the NYSE Listed Company Manual, the audit committees of US companies implement additional functions not required to foreign private issuers.

"Business Conduct and Ethics" Code

NYSE STANDARDS	ENI STANDARDS
The standards for being listed on the NYSE require that each listed company adopts a business conduct and code of ethics for directors, managers and employees in addition to making immediately known any derogation provided in favor of directors and managers with executive responsibilities.	The Code of Ethic of Eni – adopted on 14 March 2008, in replacement of the previous version of 1998 - represents a clear definition of the value system that is acknowledged and applied by Eni as well as the responsibilities which Eni assumes both internally and externally in order to ensure that all its operations are implemented in accordance with regulations and within an environment of fair competition, honesty, integrity, fairness and good faith while protecting the legitimate interests of all stakeholders with which Eni regularly interacts: shareholders, employees, suppliers, customers, commercial and financial partners as well as local communities and institutions within the countries in which Eni operates. These values are affirmed within the Code of Ethics (link) and all individuals which work for Eni – without exception or distinctions, and including directors, senior managers and members of corporate bodies, as also required by SEC regulations and the Sarbanes-Oxley Act – are required to comply with this Code and apply it within the realm of their individual functions and responsibilities. The Guarantor of the Code of Ethics – identified as the Watch Structure of “Model 231‘ relative to the adoption of protocols for organization, management and control required by Legislative Decree no. 231/2001 – acts for the protection and promotion of the abovementioned principles; every six months, this body presents a report on the implementation of the Code to the Internal Control Committee as well as to the Board of Statutory Auditors, the Chairman and the Chief Executive Officer who in turn reports to the Board of Directors

NYSE STANDARDS

ENI STANDARDS

The standards for being listed on the NYSE require that each listed company adopts a business conduct and code of ethics for directors, managers and employees in addition to making immediately known any derogation provided in favor of directors and managers with executive responsibilities.

The Code of Ethic of Eni – adopted on 14 March 2008, in replacement of the previous version of 1998 - represents a clear definition of the value system that is acknowledged and applied by Eni as well as the responsibilities which Eni assumes both internally and externally in order to ensure that all its operations are implemented in accordance with regulations and within an environment of fair competition, honesty, integrity, fairness and good faith while protecting the legitimate interests of all stakeholders with which Eni regularly interacts: shareholders, employees, suppliers, customers, commercial and financial partners as well as local communities and institutions within the countries in which Eni operates.
These values are affirmed within the Code of Ethics (link) and all individuals which work for Eni – without exception or distinctions, and including directors, senior managers and members of corporate bodies, as also required by SEC regulations and the Sarbanes-Oxley Act – are required to comply with this Code and apply it within the realm of their individual functions and responsibilities.
The Guarantor of the Code of Ethics – identified as the Watch Structure of “Model 231‘ relative to the adoption of protocols for organization, management and control required by Legislative Decree no. 231/2001 – acts for the protection and promotion of the abovementioned principles; every six months, this body presents a report on the implementation of the Code to the Internal Control Committee as well as to the Board of Statutory Auditors, the Chairman and the Chief Executive Officer who in turn reports to the Board of Directors