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Corporate Governance Report 2010 Corporate Governance Piazzale Enrico Mattei, 1 - 00144 Rome E-Mail: [email protected]

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Corporate Governance Report 2010 Corporate Governance Piazzale Enrico Mattei, 1 - 00144 Rome E-Mail: Investor.Relations@Eni.Com eni.com Corporate Governance Report 2010 Corporate Governance Piazzale Enrico Mattei, 1 - 00144 Rome e-mail: [email protected] MISSION Investor Relations Piazza Ezio Vanoni, 1 - 20097 San Donato Milanese (Milan) We are a major integrated energy company, Tel. +39-0252051651 - Fax +39-0252031929 e-mail: [email protected] committed to growth in the activities of finding, producing, transporting, transforming and marketing oil and gas. Eni men and women have a passion for challenges, continuous improvement, excellence and particularly value people, the environment and integrity. eni spa Headquarters: Rome, Piazzale Enrico Mattei, 1 Capital stock as of December 31, 2010: € 4,005,358,876 fully paid Tax identification number: 00484960588 Countries of activity Branches: San Donato Milanese (Milan) – Via Emilia, 1 EUROPE San Donato Milanese (Milan) – Piazza Ezio Vanoni, 1 Austria, Belgium, Croatia, Cyprus, Czech Republic, Denmark, France, Germany, Greece, Hungary, Ireland, Italy, Publications Luxembourg, Malta, the Netherlands, Norway, Financial Statement pursuant to rule 154-ter paragraph 1 Poland, Portugal, Romania, Slovakia, of Legislative Decree No. 58/1998 Slovenia, Spain, Sweden, Switzerland, Annual Report Turkey, the United Kingdom Annual Report on Form 20-F for the Securities and Exchange Commission AFRICA Fact Book (in Italian and English) Algeria, Angola, Congo, Côte D’Ivoire, Eni in 2010 (in English) Repubblica Democratica del Congo, Egypt, Interim Consolidated Report as of June 30 pursuant Equatorial Guinea, Gabon, Ghana, Libya, Mali, to rule 154-ter paragraph 2 of Legislative Decree No. 58/1998 Morocco, Mozambique, Nigeria, Togo, Tunisia Internet Home page: eni.com Rome office telephone: +39-0659821 ASIA AND OCEANIA Toll-free number: 800940924 Australia, Azerbaijan, China, e-mail: [email protected] East Timor, India, Indonesia, Iran, Iraq, Kazakhstan, Kuwait, Malaysia, Oman, ADRs/Depositary Pakistan, Papua-New Guinea, Philippines, J.P. Morgan Depositary Receipts Qatar, Russia, Saudi Arabia, Singapore, 1 Chase Manhattan Plaza, Floor 58 Taiwan, Thailand, Turkmenistan, Ukraine, New York, NY 10005 the United Arab Emirates, Vietnam, Yemen [email protected] Contacts: AMERICAS - General - (800) 990-1135 Argentina, Brazil, Canada, Colombia, - From outside the U.S. - (651) 453-2128 Dominican Republic, Ecuador, Mexico, - Global Invest Direct - (800) 428-4237 Peru, Trinidad & Tobago, ADRs/Transfer agent the United States, Venezuela JPMorgan Chase & Co. P.O. Box 64504 St. Paul, MN 55164-0504 [email protected] Design: Korus - Roma Cover: Inarea - Rome - Italy Layout and supervision: Korus - Rome - Italy Corporate Governance and Shareholding Structure Report 2010 1 Approved by the Board of Directors on March 10, 2011 (1) The Report is published in the “Corporate Governance” section of the Company’s website eni.com. The Italian text prevails over the english version. Eni: profile, structure and values 4 Remuneration report 22 Profile 4 Board Committees 24 Corporate governance structure 4 Internal Control Committee 25 Code of Ethics 6 Corporate governance Policy 6 Compensation Committee 26 Sustainability 7 Oil-Gas Energy Committee 26 Chief Operating Officers of the Divisions 27 Information on the ownership structures Board of Statutory Auditors 27 Share capital structure, significant shareholdings and shareholders’ agreements 8 Responsibilities 27 Shareholding limits and restrictions on voting rights 9 Composition and appointment 28 Special powers of the State (Golden Share) 9 Independence, integrity and professional Shares and participating financial instruments referred requirements, causes for ineligibility, to in Italian Law no. 266 of December 23, 2005 10 incompatibility and dismissal 29 Significant agreements that would become effective, be Meetings and running of meetings 30 modified or extinguished in the event of a change of control of Eni 10 Internal control system 30 Agreements between the Company and Directors which New Eni Regulatory System 31 envisage indemnities in the event of resignation Board of Directors 32 or dismissal without just cause, or if their employment contract should terminate as the result of a takeover bid 10 Board of Statutory Auditors 32 Internal Control Committee 33 Proxies for capital increases, power of Directors to issue participating financial instruments and authorisation to Chief Executive Officer 33 purchase treasury shares 10 Eni’s People - Management 34 Officer in charge of internal control and Internal Audit 34 Corporate governance information Officer in charge of preparing financial reports and internal Adoption of the Corporate Governance Code control system applied to financial reporting 35 of Borsa Italiana and Eni Code 11 Eni Watch Structure and Model 231 37 Anti-Corruption Policy 38 Succession plans of the Executive Director 12 Audit firm 39 Shareholders’ Meeting and rights 12 Court of Auditors 39 Board of Directors 14 Interests of the Directors and Statutory Composition 14 Auditors and Transactions with Related Parties 40 Appointment 16 Independence requirements 17 Relations with shareholders and the market 40 Integrity requirements, reasons for ineligibility and incompatibility 18 Corporate information processing 41 Guidelines of the Board of Directors on the maximum number of offices held by Directors Communication to the market of documents in other companies 18 and inside information 41 Responsibilities 18 Register of persons having access to inside information 42 Meetings and running of meetings 20 Internal Dealing 42 Board Review 21 Induction program of the Board of Directors 21 Tables 43 Corporate Governance and Shareholding Structure Report 2010 Corporate Governance and Shareholding Structure Report This Report aims at providing a broad and comprehensive contributing to the development and wellness of the communities outline of the Corporate Governance system adopted by Eni SpA in which it operates, respecting the environment, investing in (hereinafter referred to as “Eni” or the “Company”). technical innovation, pursuing energy efficiency and mitigating In fulfilling the applicable legal and regulatory requirements2, in the risks of climate change are the targets shared by the Company accordance with the indications and recommendations of Borsa bodies, the management and employees alike. Italiana SpA (hereinafter “Borsa Italiana”, the Italian regulated All the men and women working at Eni share the same passion for market management company) and of the most representative challenges, constant improvement and excellence, and give great sector associations, this Report provides information on the importance to people, environment, fairness and values set forth Eni’s ownership structure, on the compliance with the Corporate in the Code of Ethics6. Governance Code for listed companies promoted by Borsa Italiana Integrity and transparency are the principles which Eni pursues (“hereinafter “Borsa Italiana Code”), giving reasons for the choices in formulating a management and control structure that is suited made in implementing the self-regulatory principles, and on the to its size, complexity and operating structure, in adopting an Corporate Governance practices actually implemented. effective internal control system, and in communicating with The Borsa Italiana Code is available to the public on the Internet shareholders and other stakeholders, also by reviewing and website www.borsaitaliana.it3. updating the information available on its website. The text of this Report – approved by the Board of Directors on March 10, 2011 – is published in the “Corporate Governance” Corporate Governance structure section of the Company’s website4, and is transmitted to Borsa Italiana in the manner and within the terms specified by the Eni’s Corporate Governance structure is based on the Italian current regulations. traditional model that – respecting the tasks of the Shareholders’ In addition, a summary of the main details regarding Eni’s Meeting – assigns the management of the Company to the Board Corporate Governance system is included in the Directors’ Report, of Directors, the heart of the organisational system, supervisory which is part of the Annual Report for the 2010 financial year5. functions to the Board of Statutory Auditors and auditing to the The information included in this Report refers to the 2010 financial Audit Firm appointed to this role by the Shareholders’ Meeting. year and has been updated, with regard to specific issues, to the In accordance with the By-laws’ provisions, the Board of date of the Board of Directors’ meeting that approved it. Directors appoints a Chief Executive Officer (CEO) for managing the Company, while decisions on certain issues are reserved to its own exclusive competence, and assigns proxies to the Eni: profile, structure and values Chairman in order to identify and promote integrated projects and strategically relevant international agreements. Profile The chosen model, therefore, establishes a clear distinction Eni is an issuing company with shares listed on the Electronic between the functions of the Chairman and those of the CEO; Stock Exchange managed by Borsa Italiana SpA and on the New in accordance with Article 25 of the By-laws, both subjects are York Stock Exchange (NYSE) of the United States. entitled to represent the Company. Eni is an integrated energy company located in 79 Countries, The Board of Directors has created three internal committees with a workforce totalling around 80,000
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