The Directors shall be appointed for a period of up to three financial years; this term shall lapse on the date of the Shareholders’ Meeting convened to approve the financial statements for their last year in office. They may be re-elected.
For the Board of Directors appointed by the Shareholders’ Meeting held on 13 May 2020, the Shareholders’ Meeting determined the mandate to last three financial years, until the Shareholders’ Meeting called to approve 2022 Financial Statements on May 10, 2023.
Eni’s By-laws foresees a Board of Directors comprising a minimum of 3 and a maximum of 9 members. The Shareholders' Meeting of 13 May 2020 established the number of Directors at 9.
The Directors are nominated through the slate voting system as indicated by Art. 17 of Eni’s By-laws. The slate voting procedure shall apply only to the election of the entire Board of Directors. If, during the year, the office of one or more Directors should be vacated, he/she shall be replaced by the others Directors, with resolution approved by the Board of Statutory Auditors, provided that the majority is still made up of Directors appointed by the Shareholders’ Meeting. The Nomination Committee proposes candidates to serve as Directors to the Board of Directors, ensuring compliance with the requirements regarding the minimum number of independent Directors and the percentage reserved for the less represented gender.
The Directors appointed as above remain in office up to the next Shareholders’ Meeting, that provide to the confirm or to the appointment of other Directors.
The Directors appointed from the Shareholders’ Meeting as said expired together with Directors in office upon nomination.
If a majority of Directors appointed by the Shareholders’ Meeting should vacate their offices the entire Board shall be considered to have resigned, and the Board shall promptly call a Shareholders’ Meeting to elect a new Board.
The Shareholders’ Meeting of 13 May 2020 appointed the following Directors:
Lucia Calvosa, Claudio Descalzi, Ada Lucia De Cesaris, Filippo Giansante, Pietro A. Guindani, Karina A. Litvack, Emanuele Piccinno, Nathalie Tocci and Raphael Louis L. Vermeir.
Directors Guindani, Litvack and Vermeir were appointed from the slate submitted by Italian and foreign Institutional Investors; Directors Calvosa, Descalzi, De Cesaris, Giansante, Piccinno and Tocci were appointed from the slate submitted by the Italian Ministry of economy and finance.
The same Shareholders’ Meeting appointed Lucia Calvosa as Chairman of the Board and, on 14 May 2020 the Board of Directors appointed Claudio Descalzi as Chief Executive Officer and General Director of the Company.
On 4 June 2020, the Board of Directors appointed two other General Directors, respectively as head of the two Directorates-General ‘Natural Resources’ and ‘Energy Evolution’.
From 1st January 2021 the Board Secretary and Board Counsel is Luca Franceschini.
On 29 April 2021, Raphael Louis L. Vermeir was also appointed as Lead Independent Director.
The Board of Directors plays a prominent role in the Corporate Governance system of the Company. The Board of Directors appoints a Chief Executive Officer and delegates him all the powers for the administration of the Company with the exception of the powers that cannot be delegated pursuant to the current legislation and of those retained by the Board of Directors. The Board of Directors has lastly amended the powers reserved to itself on 26th January 2023. The powers of the Board of Directors are published on the Governance/Board of Directors’ section of Eni’s website.
At its meeting of 14 May 2020, the Board of Director formed four internal Committees with preparatory, consultative and advisory functions: the Control and Risk Committee, the Remuneration Committee, the Nomination Committee and the Sustainability and Scenarios Committee.
The composition, appointment, operational procedures, duties, powers and resources of these Committees are governed by their own rules, approved by the Board (who lastly, on 16 December 2021, approved the Committee’s Rules), in compliance with the criteria outlined in the Corporate Governance Code. The BoD appoints and removes also the members and the Chairmen. Anyway, the three Eni Committees recommended by the Corporate Governance Code are composed of no fewer than three members and, in any case, fewer than the majority of the members of the Board.
In carrying out its duties, the Committees may access the information and Company functions necessary to perform their duties and can avail themselves of external consultants. The engagement of external consultants will take place, in agreement with the Board, in the event that the Committees assess it is not appropriate to exclusively rely on the support of the corporate functions due to the nature of the matter, or it is appropriate to have independent external support on the solutions that the Company intends to adopt. They are also provided with the financial resources necessary to perform their duties, within the budget approved by the Board. Minutes of all Committees meetings are usually drafted by the respective secretaries. Board Secretary and Board Counsel coordinates Secretaries of the Committees.
On 14 May 2020, the Board appointed the members of the Committees and their Chairman:
Control and Risk Committee: Pietro A. Guindani (Chairman), Ada Lucia De Cesaris, Nathalie Tocci and Raphael Louis L. Vermeir.
Remuneration Committee: Nathalie Tocci (Chairman), Karina A. Litvack and Raphael Louis L. Vermeir.
Nomination Committee: Ada Lucia De Cesaris (Chairman), Pietro A. Guindani and Emanuele Piccinno.
Sustainability and Scenarios Committee: Karina A. Litvack (Chairman), Filippo Giansante, Emanuele Piccinno, Nathalie Tocci and Raphael Louis L. Vermeir.
The expiring Board of Directors and shareholders with at least 1% of the share capital, or the different extent fixed by Consob with its regulation (most recently set by Consob with a resolution dated January 30, 2023, as a percentage of 0.5% of Eni's share capital). Please, note that the expiring Board of Directors did not propose a list of candidates.
To ensure broad representation, not only for the main shareholders but also for minority shareholders. The voting list was introduced in Eni By-Laws pursuant to the Article 4 of the Decree N° 332/1994 as converted by Law N° 474/1994.
Yes, the Chairman is nominated by the Shareholders' Meeting pursuant to Article 18 of the By-Laws. If the Shareholders' Meeting has not appointed a Chairman, the Board of the Directors will elect the Chairman.
No. Pursuant to article 24 of the By-laws, the Board of Directors may delegate its powers to one of its members. The Board may also establish internal Committees, having preparatory, consultative and advisory functions.
The Board is called upon to approve the economic and financial data contained in the company's consolidated annual, half-yearly and quarterly reports and in the consolidated quarterly financial results.
Both the provisions of Laws (Article 147-ter of the Legislative Decree N° 58/1998 cd. Consolidated Law on Finance) and principles of the Italian Corporate Governance Code, which Eni adopted, contain the definition of Independent Director.
To make a synthesis, a Director is considered independent if he/she has not, or has not had recently, directly or indirectly, a significant commercial, financial or professional relationship with the Company, or any of its representatives.
Failure to satisfy the requirement of independence shall result in disqualification from the position. Article 17 of the By-Laws set that at least 1 Board member, if the Board members are no more than 5, or at least 3 Board members if the Board members are more than 5, shall have the independence requirements set for the Board of Statutory Auditors members of listed companies.
The Board after the appointment and periodically, following examination of the Nomination Committee, evaluates the independence of Directors, both on the basis of criteria defined by the Consolidated Law on Finance and on the basis of the requirements of the Corporate Governance Code.
The Board of Statutory Auditors verifies the fair application of the criteria and procedures adopted by the Board to evaluate the independence of its members.
Assessment results are communicated to the market.
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