Independent Non-executive Director – Lead Independent Director
The Board was appointed by the Shareholders’ Meeting of 10 May 2023 for three years and will remain in office until the approval of the 2025 financial statements. Six of the nine directors appointed were selected from the slate presented by the Ministry of Economy and Finance (“majority” slate) and three from the slate presented by Italian and foreign institutional investors (“minority” slate). The Shareholders’ Meeting appointed Giuseppe Zafarana Chairman of the Board.
On 11 May 2023, Claudio Descalzi was confirmed Eni’s Chief Executive Officer by the Board of Directors and Luca Franceschini, Director Integrated Compliance, Board Secretary and Counsel. The Board has also appointed Raphael Louis L. Vermeir Lead Independent Director, pursuant to recommendation 13, letter c) of the Corporate Governance Code. The lead independent director collects and coordinates the requests and contributions of non-executive directors and, in particular, of independent ones, and coordinates the meetings of the independent directors.
On 11 May 2023, the Board of Directors has created four internal Committees having preliminary, propositional and consultative functions:
Pursuant to the By-laws, the Board of Directors is composed of no fewer than 3 and no more than 9 members, elected by the ordinary Shareholders’ Meeting, which determines their number within these limits. The By-laws state that non-controlling shareholders can appoint three-tenths of the total number of Directors on the Board.
The Consolidated Law on Financial Intermediation establishes that at least one Director, or two if the Board is composed by more than seven members, must satisfy the independence requirements for Statutory Auditors of listed companies as set out in Art. 148, paragraph 3 of the Consolidated Law on Financial Intermediation itself, as well as any other requirements set out in codes of conduct.
Eni’s By-laws improve on the existing law by establishing at least that one Director, if there are no more than five Directors, or at least three Directors, if there are more than five, shall satisfy the independence requirements prescribed for statutory auditors of listed companies under current legislation.
Besides, the 2020 Corporate Governance Code, which Eni adopted on 23 December 2020, also recommends that a significant number of non-executive directors is independent, meaning that they do not enter into, nor have recently had, even indirectly, relations with the company or with subjects related to the latter, such as to condition their current autonomy of judgment.
The number and skills of independent directors are appropriate to the needs of the company and to the well-functioning of the board of directors, as well as to the establishment of board committees. In large companies other than those with concentrated ownership, independent directors account for at least half of the board. This quota, applicable from renewals following 31 December 2020, is met by Eni.
Eni By-laws, besides, establishes that all the Directors (and General Managers) possess the requirements of honorability prescribed by current rules. In particular, the Directors must satisfy the same honorability requirements for members of control bodies of listed companies, as well as any other requirements set out in special rules to which applicable.
The Board of Directors evaluates, upon appointment and periodically, integrity requirements together with the independence requirements, as well as the absence of grounds for ineligibility, incompatibility or forfeiture. The Nomination Committee is responsible for enquiries connected with the periodic verification that the Directors satisfy the independence and integrity requirements and the absence of circumstances that would render them ineligible or incompatible.
The Board of Statutory Auditors is required to verify proper application of the criteria and procedures adopted by the Board in assessing the independence of its members.
If a Director does not or no longer satisfies the independence and integrity requirements declared and established by law or if circumstances arise that render him ineligible or incompatible, the Board shall declare that the Director has forfeit the position and replace him, or shall invite him to rectify the circumstances rendering him incompatible by a deadline set by the Board itself, on penalty of forfeiture.
In accordance with the recommendations of the Corporate Governance Code which Eni has adopted, the Board of Directors shall issue policy on the maximum number of administration and control offices held in other companies compatible with the effective performance of the role of Eni Director, taking into account the participation in Board Committees of the Company.
Please find below the policy defined by the Board of Directors with resolution of 11 May 2023:
a) An executive Director should not hold the office of:
executive Director in any other listed company or in any financial1, banking or insurance company or in a company with shareholders’ equity exceeding 10 billion euros and
non-executive Director or Statutory Auditor (or member of another controlling body) in more than one of the aforesaid companies;
non-executive Director of another issuer in the event that the executive Director of the same issuer is a Director of Eni.
b) A non-executive Director, in addition to the office held in Eni, should not hold the office of:
executive Director in more than one of the aforesaid companies and non-executive Director or Statutory Auditor (or member of another controlling body) in more than three of the such companies, or
non-executive Director or Statutory Auditor (or member of another controlling body) in more than five of such companies;
executive Director of another issuer in the event that the non-executive Director of the same issuer is an executive Director of Eni2.
The limit on multiple offices excludes offices held in Eni Group companies.
If these limits are exceeded, the Director will promptly inform the Board, which will assess the situation in light of the interests of the Company and will call upon the Director to take action in accordance with its decision.
In any case, before taking up the office of director or statutory auditor (or member of another controlling body) in another company that is not a direct or indirect subsidiary or associated company of Eni, the executive Director shall inform the Board of Directors, which will prohibit him from taking up the office where it believes such to be not compatible with the functions attributed to the executive Director and with the interests of Eni.
The rules applicable to executive Directors also apply to Chief Operating Officers, with the exception of the prohibitions on cross-directorships.
The Board of Directors, following appointment, and periodically, after investigation by the Nomination Committee, verifies that the Directors have complied with the limits on multiple offices in relevant companies as stated by the Board.
The main offices held by the Directors are reported on Eni website, as part of the information on the personal and professional characteristics of the Directors.
1) For the purposes of assessing the number of offices held, financial companies are those companies defined under Art. 106 of Legislative Decree No. 385/1993 (Consolidated Law on Banking) and companies that provide investment or collective portfolio management activities or services pursuant to the Consolidated Law on Financial Intermediation.
2) Offices held in Eni Group companies, excluded from the limit on multiple offices,include also non-executive offices held on Eni’s designation in affiliated or jointly controlled companies.
Pursuant to Eni's By-laws, the Board shall meet in the place indicated in the meeting notice whenever the Chairman or, in the event of his absence or impediment, the Chief Executive Officer deems necessary, or when a written request has been made by the majority of its members.
The Board of Directors shall also be convened when so requested by at least two Directors (or by one Director if the Board consists of three members) to decide on a specific matter deemed to be of particular importance regarding the management of the Company. Said matter shall be specified in the request.
Subject to prior notification to the Chairman of the Board of Directors, the Board of Statutory Auditors may call meetings of the Board of Directors. The power to call a meeting of the Board of Directors may be exercised individually by each member of the Board of Statutory Auditors.
Notice shall be given at least five days in advance of the meeting. In urgent circumstances, the period of notice may be shorter.
The functioning and organization of the Board of Directors are governed by the Rules, approved lastly on 11 May 2023, that set out the procedures for calling the meetings as well as the proceedings of the Board meetings.
Particular attention is given to the role of the Board's Secretary and Board Counsel (Company Secretary), which has been entrusted with guarantee functions towards the Board of Directors and the Directors. The duties of the Secretary are set out in the Secretary Charter attached to the Rules.
During 2022, the Board of Directors met 16 times, each meeting lasting an average of 3 hours and 38 minutes, and with an average participation rate of 97,9% of the Directors.
Managers of the Company and of its subsidiaries normally attended Board meetings to provide information on matters on the agenda, in accordance with the recommendation 12, lett. c) of the new Corporate Governance Code adopted by Eni.
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