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.
On 13 April 2017, the Board of Directors established the following internal Committees:
Control and Risk Committee
Remuneration Committee
Nomination Committee
Sustainability and Scenarios Committee
The Board confirmed the three Committees recommended by the Corporate Governance Code, namely the Control and Risk Committee, the Compensation Committee and the Nomination Committee. The Board confirmed as well the Sustainability and Scenarios Committee. Eni Committees are formed by four members and thus less than the majority of Board members. The composition, duties and functioning of the Committees are governed by specific Regulations approved by the Board of Directors, consistent with the criteria established by the Corporate Governance Code.
At each meeting the Chairmen of the Committees report at the Board on the key issues examined by the Committees in their previous meetings. Furthermore, on at least a half-yearly basis, the Board of Directors also receives from the Committees a report on the activities they have performed.
All members have adequate professional qualifications and experience to perform the tasks entrusted to the Committee. In particular, Directors Lorenzi, Litvack and Moriani were identified by the Board as members “with appropriate experience in accounting and finance and risk management”, in accordance with the recommendations of the Corporate Governance Code (Art. 7.P.4). The Chairman of the Committee was elected from the list presented by Italian and foreign institutional investors.
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.
In 2018 the Committee met 16 times, with an average participation rate of 98.4%. The average duration of the meetings was 3 hours and 13 minutes. So far in 2019, the Committee has met 4 times as of March 14, 2019, and is scheduled to meet another 10 times before the end of the year.
The following provides a summary of the main issues tackled during 2018.
1) In assisting the Board of Directors, in order to oversee the activities of the Internal Audit Department, monitoring its work for independence and ensuring that it is performed with the required level of objectivity, competence and professional diligence, in accordance with the Eni Code of Ethics and international standards for the professional practice of internal auditing, among other things, the Committee reviewed:
the Integrated Audit Plan and the Budget for Eni’s Internal Audit Department for 2019, expressing its opinion thereon to the Board of Directors;
the results of scheduled and non-scheduled internal audits, the results of monitoring the status of corrective actions planned by the operational units to tackle issues that emerged during the audits, the results of audits carried out by Eni’s Internal Audit Department in response to specific requests from the control and supervisory bodies, as well as the status of other activities conducted by the Internal Audit Department (such as reports of problems, independent monitoring);
the Internal Audit Reports of December 31, 2017 and June 30, 2018 on the primary results of internal audits performed and on the assessment of the suitability of the Internal Control and Risk Management System for achieving an acceptable overall risk profile, as well as the satisfaction of independence requirement of the Head of the Internal Audit Department;
the proposed amendments to the Management System Guideline “Internal Audit” as well as the changes made to the Internal Audit Charter, and with reference to this last document, expressed a favorable opinion on approval by the Board of Directors.
2) In performing its duties with respect to the internal control system as applied to the financial reporting model, during periodic meetings with the Chief Financial Officer (CFO), also in his capacity as the officer in charge of preparing financial reports (the “Financial Reporting Officer” or “FRO”) and the Company’s administrative structures, and the audit firm in attendance, the Committee reviewed:
the reports of the CFO/FRO on: (i) Eni’s administrative and accounting structure at December 31, 2017 and at June 30, 2018; (ii) on the internal control system as applied to financial reporting at December 31, 2017 and June 30, 2018, on the basis of which it expressed its favourable opinion to the Board on the appropriateness of the powers and resources assigned to the FRO and on the actual compliance with administrative and accounting procedures for the purposes of the Board’s supervisory function;
the key aspects of the individual and consolidated financial statements at December 31, 2017 of Eni and Eni’s half-year consolidated financial report at June 30, 2018. Before the topic was submitted to the Board of Directors, it examined impairment test methodology and findings as well as the major issues related to the application of the accounting principles in preparation for the drafting of the 2018 Annual Report;
the main aspects of the Annual Report on Form 20-F 2017;
the content of the 2017 management letter of the audit firm, giving its favourable opinion prior to subsequent examination by the Board and the statement on the status of the audit pursuant to SOA 404 and the planning of 2018 auditing activities;
the main contents of the Report of the Board of Statutory Auditors on the results of the audit of the 2017 Annual Financial Report and on the contents of the Auditor’s Additional Report.
Moreover, the Committee examined: (i) the contents of Eni Consolidated Non-Financial Information 2017, included in the Management Report; (ii) the “Consolidated Report on Payments to Governments” for 2017 by Eni SpA, its consolidated subsidiaries and companies consolidated proportionately (EU Accounting Directive 2013); (iii) the Tax Strategy Guidelines adopted by Eni, in view of their subsequent approval by the Board of Directors; (iv) the “Country by Country report” for 2017.
The Committee was also informed by the Board of Statutory Auditors of the outcome of the tender for the assignment of the legal audit of the financial statements, the review of the internal control system pursuant to the SOX regulation (Sarbanes Oxley Act) and additional tasks by the Eni group for the nine-year period 2019-2027.
3) In supporting the Board of Directors in conducting the assessments and making decisions concerning risk management, including with regard to potentially prejudicial situations, the Committee conducted an in-depth analysis of specific situations at the request of the Board. Among other things, in the context of its periodic meetings with the Legal Affairs Department, the Committee closely examined the main legal issues and received updates on developments in the major pending legal proceedings, particularly as concerns the possible accounting repercussions, for the purpose of performing its duties as they pertain to the process of preparing the annual and half-year financial reports.
4) The Committee held several meetings with the Integrated Compliance Department during which it (i) examined the periodic reports of Anti-Corruption Compliance on the support provided to the units of Eni and the subsidiaries in the areas for which it is responsible, with a specific focus on the training and business assistance activities performed; (ii) received an update on the Integrated Compliance process, in particular on the main phases that characterize the Compliance Model; (iii) examined the outcomes of the project to revise the 231 framework of foreign subsidiaries and (iv) was informed about the changes made to the document “Sensitive activities and specific control standards of the 231 Model” of Eni SpA.
5) The Committee was periodically informed of the status of the updating of the New Regulatory System and, meeting with the corporate units responsible for the project, examined the proposed revisions of the following Management System Guidelines (MSG) expressing a favorable opinion to the Board approval: “Privacy and Data Protection” and “Market Information Abuse (Issuers)”; it also examined the MSG “Internal Control and Risk Management System” presenting the Board with a proposal to modify the ICRMS guidelines it contained.
The Committee also examined the proposal to extend the scope of application of the Eni Regulatory System to include the Italian subsidiaries pursuant to the Civil Code not classified as subsidiaries in the financial statements, expressing its favorable opinion in view of the subsequent examination by the Board of Directors.
6) With regard to “Transactions involving the interests of Directors and Statutory Auditors and transactions with related parties” the Committee:
Issued a favourable opinion on the guidance not to propose modifications to the MSG “Transactions involving interests of Directors and Statutory Auditors and transactions with related parties”;
examined a number of transactions of lesser importance on which it expressed a favorable opinion on the interest of the Company in the transactions and the appropriateness of the associated terms and conditions.
7) The Committee thoroughly examined specific internal control and risk management issues, including during special meetings with members of Eni’s top management. Specifically, the Committee:
examined the extract from the Eni Organizational Structure Report with focus on the Eni Regulatory System and the ICRMS;
met on several occasions with the Integrated Risk Management unit, focusing among other things on the evolution of the assessments of Eni’s main risks and the related treatment actions;
met with the Finance Department to examine the periodic reports on the management and control of financial risks and also exploring some strategic liquidity issues;
in the presence of the Sustainability and Scenarios Committee, he carried out in-depth studies on the management of relations with stakeholders in areas with a high risk profile;
met competent corporate functions for in-depth analysis on HSE issues and cyber security;
reviewed the reports on disciplinary action taken against employees for illegal conduct.
8) As envisaged in Eni’s Model 231, the Committee met with the members of Eni SpA Watch Structure to review the Watch Structure’s semi-annual report on its activities, including in its role as Guarantor of the Code of Ethics, and to take a closer look at certain issues of common interest with regard to the activities performed.
All members have adequate professional qualifications and experience to perform the tasks entrusted to the Committee. In particular, Director Guindani Lorenzi and Moriani were identified by the Board, at the time of appointment, as members “with adequate knowledge and experience in financial matters and remuneration policy”, in accordance with the recommendations of the Corporate Governance Code (art. 6.P.3).
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 Remuneration Report and, in particular, the remuneration policy for Directors and managers with strategic responsibilities 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.
In 2018, the Remuneration Committee met 8 times, with an average participation rate of 100% and an average duration of 2 hours and 30 minutes. At least one member of the Board of Statutory Auditors participated in each meeting, with constant participation of the Chairman of the Board of Statutory Auditors. At the invitation of the Chairman of the Committee, Company Executives and advisors also took part in specific meetings to provide information and clarifications considered necessary by the Committee to perform its enquiries. The following were issues addressed in the first half of 2018:
the periodic review of the remuneration policy implemented in 2017 in order to prepare the proposed policy guidelines for 2018, providing for keeping the structure and criteria of remuneration of the Directors and Executives with strategic responsibilities defined in 2017 for the entire term, as regards in particular the simplified variable incentive system, as discussed in greater detail in the 2017 Remuneration Report;
the review of Eni’s results for 2017 in order to implement the short-term and long-term incentive plans using a method for the analysis of deviations specified and approved by the Committee in order to neutralize the effects, either positive or negative, of exogenous factors and to make it possible to objectively assess performance;
the definition of 2018 Eni’s performance targets relevant to the variable incentive plans;
the finalisation of proposals for the annual variable incentive system for the CEO and General Manager;
the examination of the 2018 Eni Remuneration Report;
the examination of the outcome of engagement activities held with leading institutional investors and proxy advisors in view of the general meeting, in order to maximise shareholder consensus on the 2018 Remuneration Policy; the Chairman of the Committee also took part in the aforementioned meetings, bearing witness to the importance given by the Committee to dialogue with shareholders;
risk assessment and scenario analysis, and related voting projections arrived at with the assistance of primary consulting firm;
examination of the voting recommendations issued by the main proxy advisors and, following the findings, start of a further intense engagement activity with a large number of investors, to with dispatch of a letter explaining the reasons and the rationale for the choices made.
During the second part of the year, the Committee first examined the results of the 2018 shareholders’ meetings, with regard to the Eni Remuneration Report, of the major Italian and European listed companies as well as Eni’s Peer Group. With regard to other main activities, the Committee:
finalised the proposal concerning the fulfilment (“2018 attribution”) of the 2017-2019 Long-Term Equity-based Incentive Plan for the CEO and General Manager and critical management personnel for business;
examined the general criteria for defining the 2019 Engagement Plan, through the performance of preliminary analysis and segmentation activities of institutional investors at the 2018 Shareholders’ Meeting;
carried out a periodic monitoring of developments in the legislative and regulatory environment and in market standards for the representation of information on remuneration issues, with a specific focus, for 2019, on contents of the EU Directive 828/2017 (“SHRD II Directive”);
started the review of 2019 Remuneration Report Policy Guidelines, with the support of the competent Company functions.
The Nomination Committee consists of four non-executive directors, mostly independent, in line with current legislation and Corporate Governance Code, including the Chairman:
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.
In 2018, the Nomination Committee met 10 times, with an average participation rate of 92.5%; the average duration of the meetings was about 1 hour and 20 minutes. In 2019, as of March 14, 2019, the Committee met 3 time and it is expected to have 3 more meetings by the end of the first half of the year. More specifically, in 2018, the Committee:
conducted on behalf of the Board the enquiry into whether Directors satisfy the independence and integrity requirements and the absence of circumstances that would render them ineligible, incompatible or at risk of forfeiture, as well as the respect of the Board’s policy on the maximum number of positions that can be held by Directors;
expressed its assessment of the manner in which the Board Review was conducted for 2018;
examined the issue of the appointment of members of the boards of strategically important subsidiaries and of companies on which the Board has competence, providing the Board with its assessment with regard to the issue of the appointment of the members of the Board of Directors of Saipem SpA, Versalis SpA and Eni International BV;
examined the managerial profile for the new Digital Department;
examined: (i) the process and methodology used for the succession plans of positions of strategic importance; (ii) the key elements characterizing the overall succession plan with reference to key company positions; (iii) the criteria underlying succession plans and the related risk assessment of the following positions reporting directly to the Chief Executive Officer or relevant: Chief Refining & Marketing Officer, Chief Exploration Officer, Chief Upstream Officer, CEO of Versalis SpA, Chief Gas & LNG Marketing and Power Officer, CEO of Eni gas e luce SpA, SEVP Internal Audit, SEVP Legal affairs, Chief Financial Officer, Chief Services & Stakeholder Relations Officer, Chief Development, Operations & Technology Officer, CEO Syndial SpA, EVP Energy Solutions.
The Sustainability and Scenarios Committee consists of four non-executive directors, mostly independent, in line with current legislation and Corporate Governance Code, including the Chairman:
The Committee focuses mainly on scenarios and sustainability, with particular focus on processes, initiatives and activities to preserve the Company's commitment to sustainable development along the value chain. Particular attention is paid to the respect and protection of rights, in particular human rights, which is the foundation for the inclusive development of companies, territories and, consequently, of companies operating there.
Among other issues addressed by the Committee with regard to sustainability: health, well-being and safety of people and communities; respect and protection of rights, particularly of the human rights; local development; access to energy, energy sustainability and climate change; environment and efficient use of resources; integrity and transparency; and 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 of sustainability with regard to financial markets and international sustainability initiatives. It examines sustainability initiatives, also including in relation to individual projects, as well as non-profit strategy and its implementation, including in relation to individual projects. At the request of the Board, gives its opinion on other sustainability issues.
Nel 2018, il Comitato si è riunito 12 volte. Le riunioni hanno avuto una durata media di 2 ore e 52 minuti, con una percentuale media di partecipazione del 96%. Nell’esercizio in corso, alla data del 14 marzo 2019, il Comitato si è riunito 2 volte; entro la fine dell’esercizio sono previsti altri 8 incontri.
Nel corso delle riunioni, il Comitato ha discusso sui seguenti temi: revisione scenario 2018-2021 e di LT, analisi Statement su Biodiversità e policy su acqua-artico, IEA WEO Outlook 2017, analisi calendario e programma 2018, incontro con le strutture competenti per approfondimenti sulla gestione dei rapporti con gli stakeholder nelle aree con alto profilo di rischio, US Tight Oil performance e criticità, update scenario Tight Oil, focus SEN (Strategia Energetica Nazionale), D.Lgs. n. 254/2016 – Informazioni Non Finanziarie, analisi delle presentazioni strategiche delle Major, Eni For 2017 e Addendum Eni For – Percorso di Decarbonizzazione, budget non profit 2018, scenario prezzi 2018-2021 e di LT con approfondimento sul mercato del gas, emissioni scope 1, 2 e 3, evoluzione della R&D di Eni, gli scenari e i temi rilevanti di sostenibilità, Statement relativo al Modern Slavery Act 2017, la strategia di decarbonizzazione e l’economia circolare, scenario IEA: World Energy Outlook, confronto scenario IEA vs. scenario Eni, le risoluzioni sul clima e la disclosure assembleare, Revisione scenario prezzi 2018-2021 e di LT, trend mondiali delle scoperte e FID/start-up di campi Oil & Gas, update progetti R&D e analisi strategie di decarbonizzazione dei peers, nuova struttura Long Term Positioning Initiatives Coordination, il mercato delle rinnovabili, il mercato del litio e dei metalli per le batterie, update gruppo di lavoro TCFD, orientamenti azionisti di Eni su climate change e decarbonization strategy, la transizione energetica, il mercato dell’elettricità, il modello Eni del gas domestico, aggiornamento OGCI, update mercato Oil & Gas, l’iniziativa WEF “Climate Governance”, Eni negli indici di Sostenibilità, Dichiarazione Eni su Diritti Umani, tecnologie Eni su asset integrity, definizione agenda CSS 2019.
On 27 July 2017, Eni's Board of Directors has established an Advisory Board, following the decision of 13 April 2017.
The Advisory Board is chaired by Director Fabrizio Pagani and composed of leading international experts:
Ian Bremmer - President and founder of the Eurasia Group think tank, which focuses on geopolitical issues;
Christiana Figueres - UNFCCC Executive Secretary from 2010 to 2016, the main promoter of the Paris climate agreement and one of the top experts on environmental issues; Founder of the "Mission 2020" initiative;
Philip Lambert - CEO of the English company Lambert Energy Advisory specializing in strategic analysis and M&A operations in the Energy sector;
Davide Tabarelli - President and founder of Nomisma Energia, an Italian research firm on energy issues.
L’Advisory Board è chiamato ad analizzare, a beneficio del Consiglio di Amministrazione e dell’Amministratore Delegato di Eni, i trend di lungo termine dei mercati dell’energia, insieme a quelli geo-politici, dell'innovazione tecnologica, della transizione energetica e del processo di decarbonizzazione. Con l’obiettivo di ottenere una visione ancora più ampia dei fattori che influenzano la creazione di valore nel lungo termine.
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