Eni.it

CORPORATE GOVERNANCE

 
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Committees

The Board has instituted three internal committees, two of which as provided for by the Eni Code, with advisory and consulting tasks: the "Internal Control  Committee",  the "Compensation Committee" and the "Oil-Gas Energy Committee".
Their composition, tasks and functioning are defined by the Board of Directors, with specific regulations, in respect of the criteria established by the Corporate Governance Code. The committees provided by the Code (the Internal Control Committee and the Compensation Committee) are made up of at least three members and in no case by a number higher than the majority of Board  members.
All committees are today composed exclusively of non executive independent directors.

For performing their functions the committees can access all necessary company, receive adequate funding and can be supported by external consultants, under the terms determined by the Board. External persons can participate to the committees meetings when expressly invited, according to specific items on the agenda. The Chairman of the Board of Statutory Auditors, or a designated Auditor as substitute, always attends the meetings of the Internal Control Committee. The secretaries of each committee are responsible for preparing the minutes of the meeting.

In line with the Corporate Governance Code, the "Nomination Committee"has not been created in consideration of the shareholding characteristics of Eni and of the list vote system, provided for the appointments of directors by Shareholders' Meeting.

  • Internal Control CommitteeInternal Control Committee
  • Compensation CommitteeCompensation Committee
  • Oil-Gas Energy CommitteeOil-Gas Energy Committee
Marco Reboa, Committee Chairman

Role composition
The Committee assists the Board of Directors in fulfilling its tasks in the matter of internal control system, with particular reference to the guidelines of the internal control system definition and the periodical evaluation of its adequacy, effectiveness and actual functioning. The Committee supervises the activities of internal audit function and examines, more generally, internal control matters, with the support of other company structures, functions and bodies involved in management and/or monitoring of such a system. The Committee has issued its opinion on the Guidelines adopted by the Board of Directors to ensure the transparency and the substantial and procedural fairness of related parties transactions and of transactions in which a director or a statutory auditor has an interest, is involved in the assessment and decision making process of relevant transactions and plays also a relevant role in transactions that are not reserved to the Board.

Composition
The Committee is composed of four non executive directors, all of them independent. Two members, under the Code of Conduct Eni, have a specific experience in accounting and finance. Currently is composed by the Directors: Marco Reboa, Pierluigi Scibetta, Paolo Marchioni and Francesco Taranto. Rita Marino, Internal Audit Senior Executive Vice President plays the role of Secretary.

Meeting Attendance
In 2008, the Internal Control Committee convened 18 times, with an average attendance rate of 93%. Meetings attended by the Chairman of the Board of Auditors  il or other auditor appointed by him.

Attendance rate  
Marco Reboa 100%
Pierluigi Scibetta 72%
Paolo Marchioni 100%
Francesco Taranto 100%

Activities carried out in 2008.

Downloadable documents

  • Regulations for the Internal Control Committee

    pdf Download Pdf0.03 Mb
Mario Resca, Committee Chairman

Role
The Committee is entrusted with proposing tasks towards the Board of Directors, on the matter of compensation of the Chairman, the Chief Executive Officer and for Board Committees members, and, examined the indication of the Chief Executive Officer, on the following:

  • annual and long term incentive plans, including stock-based compensation;
  • general criteria for the compensation of managers with strategic responsibilities;
  • objectives and results of performance plans.

Composition
The Committee is composed of four non executive directors, all of them independent. Currently is compoised by the Directors: Mario Resca (Chairman), Alberto Clô, Paolo Andrea Colombo and Francesco Taranto. The Chief Corporate Operations Officer or, on his behalf, the manager Compensation & Benefits plays the role of Secretary.

Meeting Attendance
In 2008, the Compensation Committee convened 4 times, with an attendance rate of  100%.

Attendance rate  
Mario Resca 100%
Alberto Clô 100%
Paolo Andrea Colombo 100%
Francesco Taranto 100%

Activities carried out in 2008

Downloadable documents

Alberto Clô,  Committee Chairman

Role
The Committee is responsible for monitoring the evolution and the scenario of international energy markets and, in particular, for analysing, also comparatively, the dynamics of competitive context that characterises the different energy sources (including alternative ones) and the positioning, performance and business models of the main players in the sectors of interest for Eni's activities. OGEC has proposing and consulting functions towards the Board of Directors,  especially for assessing Eni's  strategic plans and the consistency of the actions adopted in long term plans.

Composition
The Committee is composed of five non executive directors, all of them independent. Currently it is composed by the Directors: Alberto Clô (Chairman), Marco Reboa, Mario Resca, Paolo Colombo and Pierluigi Scibetta. Leonardo Maugeri Senior Executive Vice President, plays the role of Secretary.

Meeting Attendance
In 2008, the Compensation Committee convened 7 times, with an attendance rate of  91%. At the meetings are also invited all the other directors concerned and  5 meetings was also  the Chairman Roberto Poli.

Attendance rate  
Alberto Clô 100%
Paolo Andrea Colombo 100%
Marco Reboa 86%
Mario Resca 71%
Pierluigi Scibetta 100%

Activities carried out in 2008.

Downloadable documents

  • REGULATIONS FOR THE OIL-GAS ENERGY COMMITTEE

    pdf Download Pdf0.02 Mb




Last updated on 01/09/09