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Committees of the Board of Directors

Committees of the Board of Directors, established by the Board, perform important consultative and proposing functions.

The role of Committees

The Committees of the Board of Directors of Eni are charged with the task of supporting the Board of Directors with consultative and advisory functions on matters of competence. The Board of Directors establishes from among its members one or more Committees, appointing the members and Chairman, as well as defining their tasks and annually assigning adequate financial resources. 

 

Committees

On May 14, 2020, the Board of Directors established the following internal Committees:

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

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The Control and Risk Committee

 

The Control and Risk Committee comprises four non-executive independent directors:

  • Pietro Guindani (Chairman)
  • Ada Lucia De Cesaris
  • Nathalie Tocci 
  • Raphael Vermeir

Directors Guindani and Vermeir have experience in the area of accounting and finance or risk management, as requested by the Corporate Governance Code (art. 7.P.4), assessed by the Board at the time of appointment. The Control and Risk Committee is chaired by a Director drawn from the minority list.

The Committee supports the Board with an adequate preparatory work in evaluations and decisions on the Internal Control and Risk Management System (ICRMS) as well as those relating to the approval of periodic financial reports.

In particular, the Committee issues proposals on the definition and updating of the guidelines for the ICRMS and gives its prior opinion to the Board on the periodic assessment of the adequacy and effectiveness of ICRMS, in conjunction with other subjects involved in ICRMS management and / or supervision; to this end, it shall report to the Board, at least once every six months, on the approval of the annual and semi-annual financial report, on the activities carried out and on the adequacy of the ICRMS itself.

It examines and expresses its opinion on the adoption and amendment of the rules on the transparency and the substantive and procedural fairness of transactions in which directors and statutory auditors hold a personal interest and on transactions with related parties, also issuing an opinion on certain transactions. The Committee also issues its opinion on the regulatory instruments to be approved by the Board of Directors.

It monitors the autonomy, adequacy, effectiveness and efficiency of the Internal Audit Department and oversees its activities to ensure that the necessary conditions of independence and due professional objectivity, competence and diligence are maintained; it issues its opinion on the appointment, compensation and budget of the Senior Executive Vice President of the Internal Audit Department, as well as on annual Audit Plan. It examines the results of the audit activities and the periodic reports prepared by the Internal Audit Department.

It also carries out the tasks related to the Model on Internal Financial Reporting System, in particular the Committee evaluates, together with the Officer in charge of preparing financial reports and after having consulted the Audit Firm and the Board of Statutory Auditors, the proper application of accounting standards and their consistency in preparing the consolidated financial statements, prior to their approval by the Board of Directors; it also examines and evaluates the reports prepared by the CFO /Officer in charge of preparing financial reports through which it shall give its opinion to the Board of Directors on the appropriateness of the powers and resources assigned to the Officer himself and on the proper application of accounting and administrative procedures, enabling the Board to exercise its tasks of supervision required by law.

It supports the Board of Directors on evaluations and decisions on the management of risks, also with reference to potential detrimental facts, and it examines reports on ICRMS, also during the periodical meetings with the competent structures of the Company.

Finally, the Committee oversees the activities of the Legal Affairs Department in the case of specific judicial investigations.

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The Remuneration Committee

 

The Remuneration Committee consists of three non-executive independent directors:

  • Nathalie Tocci (Chairman)
  • Karina Litvack
  • Raphael Vermeir

All members have the knowledge and experience in finance or remuneration policies required by the Corporate Governance Code (art. 6.P.3), assessed by the Board at the time of appointment.

The Committee provides recommendations and advice to the Board of Directors and, among others, it submits to the Board of Directors for its approval the “Report on remuneration policy and remuneration paid” and, in particular, the remuneration policy for members of corporate bodies, General Managers and managers with strategic responsibilities, without prejudice to provisions of Art. 2402 of Italian Civil Code, to be presented to the Shareholders’ Meeting and periodically evaluates the adequacy, overall consistency and actual implementation of the adopted policy, formulating proposals on the topic to the Board. It also formulates proposals for the remuneration of the Chairman and of the Chief Executive Officer and directors members of the Board’s internal committees and, examined the indications of the CEO, the Committee proposes the general criteria for the remuneration of managers with strategic responsibilities, annual and long-term incentive plans, including equity based plans, as well as the definition of performance targets and the achievement of the Company's performance outcomes linked to the determination of the variable remuneration of the Directors with delegated powers and the implementation of incentive plans. Finally, it expresses any opinions as may be required by the rules on transactions with interests of directors and statutory auditors and on transactions with related parties within the terms specified therein.

The Nomination Committee

The Nomination Committee consists of three non-executive directors, mostly independent:

  • Ada Lucia De Cesaris (Chairman)
  • Pietro Guindani
  • Emanuele Piccinno

The Committee supports the Board in relation to any criteria of the appointment and to the appointment itself of the managers and members of the boards and bodies of Eni SpA and its subsidiaries proposed by the CEO and / or the Chairman of the Board, whose appointment is within the competence of the Board and oversees its succession plans; assist the Board in setting any criteria for the designation of the members of the other boards and bodies of Eni associated companies.

Whenever possible and appropriate, and with due regard to the shareholding structure, the Committee proposes to the Board the succession plan of the CEO and, upon proposal from the CEO, it examines and evaluates criteria governing the succession planning for the Company’s managers with strategic responsibilities.

It proposes candidates to serve as Directors to the Board of Directors in the event one or more positions need to be filled during the course of the year, ensuring compliance with the requirements regarding the minimum number of independent Directors and the percentage reserved for the less represented gender, and if the Board decides to propose a slate of candidates.

In the event it is not possible to draw the required number of Directors from the slates presented by shareholders, taking account of any recommendations received from shareholders, it proposes to the Board of Directors candidates for the position of Director to be submitted to the Shareholders’ Meeting.

It proposes to the Board guidelines regarding the maximum number of positions of Director or Statutory Auditor that a Company Director may hold and performs the preliminary activity for the associated periodic checks and evaluations for submission to the Board and periodically verifies that the Directors satisfy the independence and integrity requirements, and ascertains the absence of circumstances that would render them incompatible or ineligible.

The Committee provides its opinion to the Board of Directors on any activities carried out by the Directors in competition with the Company. It oversees the annual self-assessment on the performance of the Board and its Committees and, taking into account the results, formulates opinions on the size and composition as well as on managerial and professional figures whose presence within them is deemed appropriate so that the Board itself may express its opinion to shareholders before the appointment of the new Board.

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The Sustainability and Scenarios Committee

The Sustainability and Scenarios Committee consists of five non-executive directors, mostly independent:

  • Karina Litvack (Chairman)
  • Filippo Giansante
  • Emanuele Piccinno
  • Nathalie Tocci
  • Raphael Vermeir

 

The Committee provides recommendations and advice to the Board of Directors on scenarios and sustainability issues, meaning the processes, initiatives and activities surrounding the Company’s commitment to sustainable development along the entire value chain, with specific reference to the following issues: access to energy, energy sustainability and climate change; the health, well-being and safety of people and communities; respect for and protection of of sustainability with regard to financial markets and international sustainability initiatives. It examines sustainability initiatives as well as non-profit strategy and its implementation, including in relation to individual projects. At the request of rights, especially human rights; local development; the environment and efficiency in the use of resources; integrity and transparency; innovation.

The Committee examines scenarios for the preparation of the Strategic Plan, the sustainability policy, also examining how the sustainability policy is implemented in business initiatives, it monitors the Company’s position in terms the Board, gives its opinion on other issues within its competences.

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Advisory Board

Eni’s Advisory Board was established by the Board of Directors on July 27, 2017 with the same Board’s term of office. The analysis and debate within the Eni Advisory Board, which represents a first for Italian corporations, ensures that Eni's Board of Directors can benefit from the contribution of four worldleading experts and opinion leaders specialised in different areas.

In the period from 2017 to 2020, the Advisory Board met 7 times, focusing its attention on issues with the greatest impact on the energy sector. It also provided insight that helped refine Eni’s strategic focus. All the members of the Boards of Directors and Statutory Auditors attended the meetings.

During the meetings, the Board discussed the geopolitical problems impacting the market in recent years and other important issues such as cybersecurity and the development of new artificial intelligence technologies were also discussed.

With regard to the energy transition, the Advisory Board discussed the opportunities and challenges arising from the transformation of the current energy mix and the concomitant need to deliver more energy to meet the demand of Countries pursuing their development.

The Board analysed the technological levers available for activation, giving due consideration to their rapid and efficient application and the great role that CO2 capture can play in a variety of ways, including through the development of projects for forest conservation.

The contribution of the Advisors, which is intended to identify a pragmatic approach to the transition, helped to define the corporate decarbonisation strategy unveiled at the Strategy Presentation in February 2020.

Other topics of discussion concerned the trends in the oil and gas markets, the evolution of the supply of tight oil and the risks presented by a lack of investment. Finally, the characteristics of the Italian and European energy markets and the evolution of policies, with a particular focus on electricity, renewables and gas markets, were also addressed.

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