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.

In line with the recommendations of the Italian Corporate Governance Code, the Committee

issues proposals and performs the following advisory functions for the Board of Directors:

• 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 for the remuneration of the Chairman and the Chief Executive Officer, including the various components of compensation and benefits and for the remuneration of Board Committee members;
• having examined the Chief Executive Officer’s indications, proposes general criteria for the compensation of Managers with strategic responsibilities, the annual and Long-Term incentive plans, including equity-based plans, sets performance objectives and assesses performance against them, thereby determining the variable awards due to Executive Directors pursuant to the implementation of the approved incentive plans.

The Eni Remuneration Policy is defined in accordance with the governance model adopted by the Company and with the recommendations of the Italian Corporate Governance Code, in order to attract, motivate and retain individuals of high professional and managerial standing and alignment of management interests with the primary goal of creating value for shareholders over the medium to long term. 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";
• recognising roles and responsibilities, results, and the quality of professional contribution, taking into account the operating environment and relevant market pay scales;
• defining incentive structures tied to the achievement of financial, business, environmental and social sustainability goals, operational and individual objectives, defined with a view to the achievement of long-term business performance, in line with the guidelines of the Strategic Plan and taking account of the interests of all stakeholders. 

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 2021 Shareholders’ Meeting since the Remuneration Policy for the 2020—2023 term has already been approved by the Shareholders in their Meeting of 13 May 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 (25%). Moreover, acting on the proposal of the Remuneration Committee, on March 18, 2021, the Board of  Directors  further adjusted the 2021 performance targets of the STI and LTI plans to the energy transition and decarbonization strategy, replacing the indicator of exploration resources in the IBT Plans with incremental installed capacity of renewables (12,5%)  and extending, both for the STI and LTI Plans, the decarbonization objective to scope 1 and scope 2 equity emissions.

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.com or 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.