FAQs Remuneration

The Shareholders’ Meeting determines the remuneration of the Chairwoman and other members of the Board of Directors as well as the remuneration of the members of the Board of Statutory Auditors, at the time they are appointed and for the entire duration of their term; the Board of Directors determines the remuneration of the Directors with delegated powers and of those who participate in Board Committees, after examining the opinion of the Board of Statutory Auditors. In line with Eni’s corporate governance system, the Board is responsible for approving, within the Remuneration Policy described in the first section of this Report, the recommendations and general criteria for remunerating members of the Board of Statutory Auditors and Managers with strategic responsibilities. Report on Remuneration policy is published and available on the Company's website.

The Committee assists the Board of Directors with preparatory, consultative and advisory functions in accordance with the By-laws and the Corporate Governance Code, in particular with regard to:

• submits the Remuneration Report and in particular the Remuneration Policy for Directors and Managers with strategic responsibilities to the Board of Directors for approval, prior to its presentation at the Shareholders’ Meeting called to approve the year’s financial statements, in accordance with the time limits set by applicable law;
• presents proposals and expresses opinions for the remuneration of the Chairman and the Chief Executive Officer;
• presents proposals and expresses opinions for the remuneration members of the Board Committees;
• having examined the Chief Executive Officer’s indications, presents proposals for general criteria for the remuneration of Managers with strategic responsibilities; annual and long-term incentive plans, including equity-based plans; establishing performance targets and assessing performance against them, in connection with the determination of the variable portion of the remuneration for Directors with delegated powers and with the implementation of the approved incentive plans;
• periodically evaluates the adequacy, overall consistency and actual implementation of the adopted Policy and assesses, in particular, the actual achievement of performance objectives, formulating proposals on the matter to the Board;
• examines and monitors the results of the engagement activities carried out in support of Eni Remuneration Policy, within the terms set forth in the engagement policy approved by the Board;

Eni’s Remuneration Policy is consistent with the governance model adopted by the Company and the recommendations of the Italian Corporate Governance Code, in particular providing that the remuneration of Directors, members of the Board of Statutory Auditors, General managers and Managers with strategic responsibilities is functional to the pursuit of the sustainable success of the Company and reflects the need to attract, motivate and retain individuals of high professional and managerial standing as required by the role assigned in the Company.

Eni’s Remuneration Policy contributes to achieving the Company’s mission by:

• promoting actions and behaviours reflecting the Company’s values and culture, consistent with the principles of plurality, equal opportunity, enhancement of individuals’ knowledge and skills, fairness integrity and non-discrimination, as described in the Code of Ethics and Eni Policy "Our People", in line with the objectives of the United Nations and according to the principle of “equal pay for equal work”;
• recognising roles and responsibilities, results, and the quality of professional contribution, with fair references based on the role and able to support a decent standard of living, higher than the legal or contractual minimums in force, as well as the minimum wages of local markets.

Yes, starting from 2020, Eni's shareholders will be called to express a binding vote on the first section of this Remuneration Policy, in compliance with the regulatory changes introduced with the transposition of the second European Shareholders' Rights Directive (Directive (EU) No. 828/17, so-called “SRD II”). As shareholders they will also be called on to cast an advisory vote on the second section of the Report, illustrating the implementation of the current policy and the remuneration paid to Eni’s Directors, Statutory Auditors and other Managers.

The first Section is not subject to the vote of the 2022 Shareholders’ Meeting since the Remuneration Policy for the 2020—2023 term has already been approved by the Shareholders in their Meeting of May 13, 2020 and no changes are expected.

Yes, the pay-mix of CEO is characterized by a significant variable component, equal, to 70% of the total remuneration, subject to achievement, at target level, of predetermined performance measures, whit greater weight to the long-term component.

The Policy defined for the 2020-2023 term provide for the maintenance, in the Short and Long-Term Incentive Plans (STI and Share-based LTI Plans) of an objective of sustainability:

• the IBT plan provides a goal of "environmental sustainability and human capital" (25%), in terms of GHG emission intensity Scope 1 and 2 – equity (12.5%) and Severity Incident Rate (12.5%), as well as an objective on the "operating results and sustainability of economic results” (25%), specifically in terms of incremental installed capacity of renewables (12.5%);
• the ILT plan provides a specific goal on environmental sustainability and energy transition (with an overall weight of 35%), made up of targets related to decarbonization, energy transition and circular economy.

Yes, the adoption, with specific rules approved by the Board of Directors, acting on a proposal of the Remuneration Committee, of mechanisms that, on conditions determined and expressly referred to in the Plan Regulations, provide for:

• the restitution of the variable component of remuneration, if already paid and/or granted (clawback);
• the withholding/withdrawal of the variable components of remuneration, already vested but not yet paid and/or granted (malus).

These mechanisms shall apply in cases when the incentives (or the rights thereto) have vested based on data that subsequently proved to be manifestly misstated or in cases of willful alteration of the same data.

The same mechanisms shall apply in cases of termination for disciplinary reasons, including serious and intentional violations of law and/or regulations, the Code of Ethics or Company rules, without prejudice to any action allowed under law for the protection of the Company’s interests. The Policy provides that the activation of recoupment claims (or withdrawal of incentives awarded but not yet paid) must take place, once appropriate verification has been completed, within three years of payment (or award) in cases of error, and within five years in cases of deliberate intent to defraud.

Yes, the information on the compensation paid to the CEO and other Directors, to Statutory Auditors, to Chief operating Officers and, in aggregate form, to other Managers with strategic responsibilities are contained in the Remuneration Report available on the website of the Company.

A copy of the report can be requested via email to segreteriasocietaria.azionisti@eni.comor by fax to + 39 (0) 659 8222 33 or by calling toll-free to shareholders 800 940 924, from abroad: 800 112 234 56, after entering the prefix international access code.