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Board of Directors

The composition and operation of Eni’s Board of Directors, the body responsible for the strategic management of the company.

Board of Directors

Board Secretary

The Board was appointed by the Shareholders’ Meeting of 13 May 2020 for three years and will remain in office until the approval of the 2022 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 Lucia Calvosa Chairman of the Board and, on 14 May 2020, Claudio Descalzi was appointed Eni’s Chief Executive Officer by the Board of Directors. The Board Secretary and Corporate Governance Counsel is Roberto Ulissi, the Company’s Corporate Affairs and Governance Senior Executive Vice President since 1 June 2006.

On 14 May 2020, the Board of Directors has created four internal Committees having consulting and advisory functions: 

  • Control and Risk Committee
  • Remuneration Committee
  • Nomination Committee
  • Sustainability and Scenarios Committee

05/13/2020 - 6:00 PM

The composition of the Board of Directors

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.

Independence and other requirements

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 Corporate Governance Code also recommends that an adequate number of non-executive Directors be independent, meaning that they do not maintain nor have they recently maintained, directly or indirectly, any business relationships with the issuer or persons linked to the issuer of such a significance as to influence their autonomous judgement. The number and competences of independent Directors must be adequate in relation to the size of the Board and the activity performed by the issuer and they must be such as to enable the formation of committees within the Board, in accordance with the guidelines set out in the Code. For issuers belonging to the FTSE-Mib index, such as Eni, the Code recommends that at least one-third of the Board members should be independent Directors, rounded down in the event of a decimal number to the next lowest whole number. In any case, at least 2 directors must be independent.

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.

Requirements’ verification

At its meeting of 14 May 2020, upon appointment, the Board ascertained, on the basis of the declarations released by the Directors and of the information available to the Company, that all Directors have the integrity requirements required by current law, that causes for their ineligibility and incompatibility do not exist as required by current law and that the Chairwoman Lucia Calvosa and the Directors Ada Lucia De Cesaris, Pietro A. Guindani, Karina A. Litvack, Emanuele Piccinno, Nathalie Tocci and Raphael Louis L. Vermeir have the independence requirements set by law, as quoted by Eni’s By-laws.

Also the Directors De Cesaris, Guindani, Litvack, Tocci and Vermeir have been considered independent by the Board pursuant to the criteria and parameters recommended by the Corporate Governance Code. The Chairwoman Calvosa, in compliance with the Corporate Governance Code, cannot be considered independent being a significant representative of the Company.

The Board of Statutory Auditors ascertained the correct application of the assessment criteria and procedures adopted by the Board of Directors to evaluate the independence of its members.

 11/07/2019 - 9:00 AM

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 confirming the policy of the previous Board, with resolution of 14 May 2020, the Board of Directors defined the policy on the maximum number of additional offices for Eni Directors in relevant companies compatible with the effective performance of the role of Eni Director.

Policy of the Board of Directors

For the purposes of Articles 1.C.2, 1.C.3 and 2.C.6 of the Corporate Governance Code which Eni adopted to ensure that Directors can devote the time necessary for the effective performance of their duties, the Board, taking into account the participation in Board Committees, expressed the following policy on the maximum number of offices held by its members:
a)   An executive Director should not hold the office of:

  1. executive Director in any other listed company on regulated stock markets, whether Italian or foreign, or in any financial1, banking or insurance company or in a company with shareholders’ equity exceeding 10 billion euros and
  2. non-executive Director or Statutory Auditor (or member of another controlling body) in more than one of the aforesaid companies;
  3. 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:

  1. 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
  2. non-executive Director or Statutory Auditor (or member of another controlling body) in more than five of such companies;
  3. executive Director of another issuer in the event that the non-executive Director of the same issuer is an executive Director of Eni.

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, if any, 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.

Notes

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.

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Eni’s Board of Directors rules on functioning

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 14 May 2020, that set out the procedures for calling the meetings as well as the proceedings of the Board meetings.

In particular, the Rules establish that the notice calling the meeting, which is signed and drafted by the Chairman after examining the proposals of the Chief Executive Officer, specifies: the place of the meeting; the places where the meeting can be attended via videoconferencing or other eventual different forms of connections allowed; the date and time of the meeting and the agenda.

The notice calling the meeting is sent, as a rule, at least five days prior to the meeting to the Directors, to the standing Statutory Auditors and to the Magistrate of the Court of Auditors responsible for monitoring the financial management of Eni and to his substitute.

Normally, at the same time the notice calling the meeting is sent and, in any case, no more than three days prior to the date of the meeting, any documentation relating to the items on the agenda is made available, with the assistance of the Board Secretary, to the Directors, standing Statutory Auditors and the magistrate of the Court of Auditors.

When necessary and urgent, the notice calling the meeting may be sent at least 12 hours in advance of the scheduled meeting time.

The Chairman, with the assistance of the Secretary, ensures the adequacy, completeness and clarity of the information, including those not in connection with a Board meeting, submitted or forwarded to the Board and may request to this end, from the Chief Executive Officer, the appropriate changes or additions.

Where it was not possible to provide the necessary information sufficiently in advance, the Chairman made sure that adequate and precise explanations were provided during Board meetings.

Special attention is devoted to ensuring the confidentiality of the information, with the creation of a section of the Eni website with access reserved to the Directors and the Statutory Auditors where they can review the documentation concerning Board and committee activities.

The By-laws allow Board meetings to be held via videoconferencing and teleconferencing, and these procedures are specifically governed in the Rules.

Managers of the Company and of its subsidiaries normally attended Board meetings to provide information on matters on the agenda. Specific information is also provided on individual sectors in which the Company and the Group operate.

In accordance with the provisions of Art. 2391 of the Italian Civil Code and the internal regulations governing “Transactions involving interests of Directors and Statutory Auditors and transactions with related parties”, before each item on the Board meeting’s agenda is discussed, each Director is required to disclose whether he holds any personal interest or interest on behalf of third-parties in relation to the matters or issues to be discussed, clarifying their nature, terms, origin and extent.

Particular attention is given to the role of the Board's Secretary and Corporate Governance 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 charter attached to the Rules of the Board of Directors.

2019 Meetings

During 2019, the Board of Directors met 13 times, each meeting lasting an average of 4 hours and 35 minutes, and with an average participation rate of 100 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 recommendations of Criterion 1.C.6 of the Corporate Governance Code.

In 2019, in view of the frequency of Board meetings, the independent Directors had occasions to meet, formally and informally, to exchange views and hold discussions.

2019 Meetings

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PDF 43.68 KB

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