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Eni for 2016 | Sustainability Performance

Integrated Compliance Department Manager, who As mentioned before, the Board took the results of the
refer directly to the CEO, also as director in charge of the self-assessment as a reference point so that, after the
internal control and risk management system, as well as Nomination Committee’s assessments, it could give
(ii) in the internal process related to controls, also approving shareholders guidance on the managerial figures and
the standards governing Internal Audit activities. professions whose presence on the Board is considered
Lastly, upon the proposal of the Chairman, the Board appropriate before the Board reshuffle.
appointed the Secretary, who is also assigned the role of The current Board has further improved the Board Review
Corporate Governance Counsel with duties to assist and process: the board dynamics have been analysed to assess
advise the Board and directors and who regularly prepares a the Board’s “Team Effectiveness”. The Peer Review carried
Report on Eni’s governance for the Board. This report allows out in 2015 involved all the Directors undertaking individual
regular monitoring of the governance model adopted by the tasks that were then re-assessed by everyone and by each
Company, based on a comparison with the main studies member in 2016 and in 2017 to further improve the team
on this topic, peers’ choices and innovations in corporate dynamics.
governance contained in foreign Codes and in the Principles In support of the Board and the Board of Statutory Auditors,
laid down by relevant institutional bodies, highlighting any for several years Eni has also instituted a training program,
areas in Eni’s system requiring further improvement. As a “Board Induction” and “Ongoing Training”, in corporate topics
result of this role, the Secretary – who reports hierarchically and business subjects with visits to operating sites, including
and functionally to the Board and, on its behalf, to the those situated overseas, based on the presentation of Eni
Chairman – must possess the appropriate requirements, activities and organization by top management.
including with regard to independence. Lastly, addressing the need for more in-depth market
Each year the Board, with the assistance of an external dialogue, in 2016 Eni organized a new cycle of corporate
consultant and the supervision of the Nomination governance meetings between the Chairman of the Board
Committee in the choice of consultant and the method and primary corporate investors (Italian and foreign) to
to follow, carries out a self assessment (Board Review). present the system of governance in the Company and
Essential elements of this review are comparisons with the main initiatives regarding sustainability and corporate
best practices at national and international level, a review social responsibility. The initiative was most especially
of board dynamics and the definition, if necessary, of an appreciated by investors, due to the open and constructive
action plan to improve the function of the Board and its dialogue created with the Company. Investors positively
committees. Furthermore, when defining how to implement received the composition of the Board of Directors, including
the Board Review, the Eni Board, with the support of the with regard to diversity, the governance measures adopted
Nomination Committee, assesses whether to carry out a and the completeness and transparency of the information
Peer Review on its members, consisting of an assessment by provided to shareholders and the market. Furthermore, over
each Board Member of the contributions made individually the course of the meetings, investors showed keen interest in
by the other Board Members. Peer Reviews have been the evolution of risk governance and of the control system,
carried out three times over recent years. The last one in its organization and the primary role reserved for the Board
May 2015 marked an important evolution for Italian listed and the Chairman within the system itself.
companies. Further meetings were held at the start of 2017.