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Corporate Governance ENI ANNUAL REPORT / CORPORATE GOVERNANCE Corporate Governance Code of Conduct for listed companies, as issued by Borsa Italiana in The Board of Directors of Eni has deemed it appropriate March 2006 (“Borsa Italiana Code”) by adopting an Eni to provide a clear definition of the value system that Eni Code (the “Code”). The Eni Code is based on the Borsa recognizes, accepts and upholds and the responsibilities Italiana Code and adapts certain recommendations of that Eni assumes within its Group and externally in order the Borsa Italiana Code to the specific circumstances of to ensure that all Group activities are conducted in Eni, clarifying certain others which resulted in a further compliance with laws, in a context of fair competition, improvement of Eni’s corporate governance. The aim of with honesty, integrity, correctness and in good faith, the Code is to clearly and fully disclose Eni’s corporate respecting the legitimate interests of shareholders, governance system. employees, suppliers, customers, commercial and financial partners and the communities where Eni The Code takes into consideration the fact that Eni is a operates. All those working for Eni, without exception or parent company, is not controlled by any other distinction, are committed to observing these principles company and – in the light of the recent provisions of within their function and responsibility and to ensure the companies law reform – is not subject to direction that others observe them. and co-ordination by any Italian or foreign entity The belief of working for the advantage of Eni is not a (company or body); hence, all the principles justification for behaviours contrary to such principles. expounded in the Borsa Italiana Code not consistent These values are stated in a Code of Conduct whose with this status have been adjusted to avoid observance by employees is evaluated by the Board of misunderstanding among Eni’s shareholders and Directors, based on the annual report of the Guarantor stakeholders. for the Code of Conduct. Similarly, the By-Laws currently in force foresee a The Code of Conduct is published on Eni’s website traditional administration and control model www.eni.it. (removing the possibility to adopt a one-tier or a two- tier model of management and control system as Self-discipline Code foreseen in the Borsa Italiana Code), the separation of the positions held by the Chairman and the CEO In its meeting of January 20, 2000, Eni’s Board of (making the appointment of a lead independent Directors resolved to adopt the first “Self-discipline director unnecessary), and specific rules on the Code of Listed Companies” published by Borsa Italiana appointment and composition of the Board of S.p.A. and underscored how Eni’s organizational model Directors and of the Board of Statutory Auditors. is essentially in line with the principles expounded in the Code, as well as with related recommendations The Eni Code directly makes specific choices where the issued by Consob. Borsa Italiana Code leaves this option to listed companies, making further amendments unnecessary In its meeting of December 13, 2006, the Board of and guaranteering more transparency and Directors decided to conform to the Code of Conduct 84 ENI ANNUAL REPORT / CORPORATE GOVERNANCE understanding (i.e., the choice not to re-allocate or - at least two members of the Internal Control modify the Board’s internal committees functions, the Committee must have adequate experience in choice to entrust internal control responsibilities to accounting and finance (the Borsa Italiana Code only one managerial position, to require the internal foresees only one member with these skills). control manager to refer to the CEO and the choice not to entrust internal auditing activities to third parties). The Board of Statutory Auditors was invited to expressly agree to the provisions of the Borsa Italiana Code on the Certain principles regarding Shareholders’ Meeting’s Board of Statutory Auditors, and promptly adhered duties proposed by the Borsa Italiana Code were merely during their December 13, 2006 meeting. indicated or suggested by the Board of Directors that cannot inpose decisions to the Shareholder’s Meeting. In its meeting of December 13, 2006, the Board of All this notwithstanding, the Board is committed to Directors approved several rules regarding the ensure that the Shareholders and the Shareholders’ implementation and specifying the provisions of the Meeting focus a fair deal of attention on such issues, or Code; in particular: otherwise promote integrations to Eni By-laws. - the tasks of the Board of Directors have been Certain generic recommendations of the Borsa Italiana redefined: the Board maintains an absolute central role Code have been specified in the Eni Code, in particular in Eni’s corporate governance system, with wide criteria regarding the independence of directors by responsibilities that cover also Eni and its subsidiaries’ clearly wording the definition of “supplementary organization; remuneration”, which jeopardizes the independence - the most important transactions of Eni and its requirement, and the meaning of “close relatives”. subsidiaries, that require the approval of the Board of Directors, have been defined; The Eni Code establishes certain principles that - the Board of Directors has a central role in defining enhance the level of governance suggested by the sustainability policies and approving the sustainability Borsa Italiana Code; in particular: report submitted also to the Shareholders’ Meeting; - the directors have adopted a guideline which takes - the subsidiaries with strategic relevance have been into consideration the interests of all stakeholders identified; when pursuing the objective of creating value for the - the Board of Directors has expressed its position on Company’s shareholders; the admissible maximum number of positions in other - the minimum frequency of the information to be companies that can be held by Eni’s directors to ensure supplied to the Board of Directors by the directors a sufficient amount of time for the effective holding proxies has been reduced to two months as performance of their duties; compared with the minimum three-month period - the principle of the respect of managerial autonomy of envisaged by the Borsa Italiana Code; subsidiaries that are also listed on a regulated market - the Board’s self-evaluation can be performed with the (as Saipem and Snam Rete Gas) has been expressly support of a specialized external consultant, to stated as well as Eni’s commitment to observing such ensure its objectiveness; principles as defined in the Borsa Italiana Code - directors and auditors shall hold their positions only regarding persons holding significant positions in the as long as they deem to be able to devote the share capital of listed companies. necessary time to diligently perform their duties; In its meeting of March 16, 2007, the Board of Directors - the number of members of Board committees shall implementing the prescriptions of the Code and with the be lower than the majority of Board members in positive opinion of the Internal Control Committee, order not to interfere with the Board’s decision- entrusted the Internal Audit Manager as manager making process; delegated for the Internal control. - the Internal Control Committee’s opinion on In its meeting of March 29, 2007, the Board of Directors corporate rules has been introduced, ensuring that all approved changes in the regulations regarding the transactions carried out with related parties and functioning and the tasks of the Internal Control transactions in which a director has an interest, are Committee and the Compensation Committee, to align performed in a transparent way and according to the them to the prescriptions of the Eni Code. criteria of substantial and procedural fairness; - 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; 85 ENI ANNUAL REPORT / CORPORATE GOVERNANCE Eni’s corporate governance model, therefore, complies The Board of Directors with the provisions of the Borsa Italiana Code and Competencies foresees certain provisions intended to improve the level On June 1, 2005, the Board of Directors appointed Mr. of corporate governance. In relation to the compliance Paolo Scaroni as Chief Executive Officer and delegated all with the recommendations of the Code, the only items necessary powers for the administration of the Company still to be implemented, but currently under realization, to him, with the exception of those powers that cannot deal essentially with: be delegated in accordance with current legislation - the editing of a procedure for transactions with (Article 2381 of the Italian Civil Code) and those retained related parties, waiting for the issuing of general by the Board of Directors (as amended by the Board of principles which Article 2391- bis of the Civil Code Directors in its meeting on October 11, 2005). assigns to Consob. Pending the publication of such As mentioned above, in its meeting of December 13, rules by Consob, Eni’s internal rules provide that 2006, the Board of Directors modified these resolutions transactions with related parties are submitted to the in order to update their contents to the Code’s Board of Directors, even when amounting to less than prescriptions, implement a more effective coordination the materiality threshold set for the transactions to with the By-laws and entrust the Board of Directors with a be approved by the Board; central role in the Group’s sustainability policies. - the alignment of the number of members of Board The Board, in accordance to these rules, retained the Committees which, as foreseen by the Eni Code, following powers, in addition to those that cannot be should not represent the majority of Board’s delegated under applicable laws: members. 1. Establishes the Company and Group Corporate Governance system and rules. In particular, after Eni’s Code of Conduct has been published on Eni’s web- consulting the Internal Control Committee, the Board site.
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