Page 6 - EniFor2016_Performance_eng

4 Eni for 2016 | Sustainability Performance

Governance and

Business Ethics

Board of Directors

2014 (a) 2015 2016
Members of the Board of Directors (number) 9 9 9
- executive 1 1 1
- non executive 8 8 8
- independent 7 (b) 7 (b) 7 (b)
- non independent 2 2 2
- members of minorities 3 3 3
Board of Directors Annual Meetings 14 13 14
Average attendance at Board meetings (%) 100 100 98
Annual board induction sessions (number) 3 4 2
th
(a) Refers to the Board of Directors up from 8 May, 2014 onwards.
(b) Refers to the current Board of Directors, referring to independence as defined by the regulations, referred to in Eni’s By-Laws; in accordance with the
Corporate Governance Code, 6 of the 9 Directors.
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The Board of Directors and the Board of Statutory Auditors governance code. The Board of Directors has appointed a
are appointed by the Shareholders’ Meeting using the list Chief Executive Officer and created four internal committees
voting system. Their respective chairmen are appointed by providing consulting and advisory functions to the Board: the
the Shareholders’ Meeting with normal majorities. Three Control and Risk Committee, the Compensation Committee,
Directors and two Auditors, including the Chairman of the the Nomination Committee and the Sustainability and
Board of Auditors, are appointed by minority shareholders Scenarios Committee, which all report to each Board
thus ensuring that the number of representatives of said meeting on the relevant issues being discussed.
minority shareholders exceeds the number required by Specifically, with the establishment of the Sustainability and
law. The number of independent Directors provided by the Scenarios Committee, the Board of Directors aims to ensure
Company By-Laws is also greater than that required by law. a further level of supervision over sustainability issues,
When appointing the Board in May 2014, the Shareholders’ which have been considered as a cornerstone of the Board’s
Meeting took account of the directions given by the previous decisions and integrated into the Company’s business model.
Board on the best qualitative-quantitative composition in The Board also attributes an important role to the Chairman
terms of diversity, profession, managerial experience and in terms of internal controls, in particular in reference to the
nationality, and promptly communicated to the market. Internal Audit department, whose Manager proposes the
The result is a well-balanced, diversified Board, which is appointment, remuneration and resources, directly managing
better than that required by law in terms of gender diversity. the relationship on behalf of the Board (without prejudice to
In the same way, the current Board has made its own the functional reporting to the Control and Risk Committee
assessments and submitted them to shareholders and the and the CEO, as the director in charge of the internal
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market, in view of the next Shareholders’ Meeting. Moreover, control and risk management system). The Chairman is
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the number of independent Directors on the Board (7 of involved (i) in processes for the appointment of the main Eni
the 9 Directors appointed, of which 8 are non-executive) subjects assigned to internal controls and risk management,
exceeds the number required by law and the corporate including the Integrated Risk Management Manager and the

1) For more details, please refer to the Corporate Governance Report 2016.
2) Refers to independence as defined by the regulations, referred to in Eni’s By-Laws; in accordance with the Corporate Governance Code, 6 of the 9 Directors
appointed are independent.
3) The number of Independent Directors in accordance with the law and the Corporate Governance Code has remained unchanged, also following the co-option
of a Board member on 29 July 2015, to replace a resigned Director.