The Report on remuneration policy and remuneration paid is prepared by the Remuneration Committee and is approved by the Board of Directors.

The Report, approved by the Board of Directors on April 1st, 2021, as per the recommendation of the Remuneration Committee, in accordance with applicable legal and regulatory requirements, defines and illustrates:

  • in the first section, the Policy adopted by Eni SpA for the remuneration of Directors, Statutory Auditors and Managers with strategic responsibilities, for the whole term 2020-2023, following its approval by Shareholders’ held on May 13, 2020 (binding vote), with over 95% of favourable votes. Since the Remuneration Policy for the 2020-2023 term has already been approved by the Shareholders’ Meeting of May 13, 2020 and no changes are expected, the Report is not subject to the vote of the 2021 Shareholders’ Meeting.
  • in the second section, the implementation of the 2020 Policy with information on the assessment of the results, as well as the remuneration paid and shareholdings held in 2020 by Eni Directors, Statutory Auditors, Chief Executive Officer and General Manager, Chief Operating Officers and, in aggregate form, other Managers with strategic responsibilities.

The Remuneration Policy described in the first section has been prepared in line with the recommendations on remuneration of the Italian Corporate Governance Committee and the Corporate Governance Code for listed companies, in the version last approved in July 2018, in force at the time of its definition and approval. The Policy also takes account, where specified, of Principles and Recommendations contained in the revision of the Code as approved in January 2020, formally adopted by Eni on December 23, 2020.

The two sections of the Report are preceded by an Executive Summary in order to provide the market and investors with an easily accessible overview of the key elements of the Policy approved for the new term, information on Eni’s strategies, on 2020 Company’s results, information on sustainability indicators and on pay for performance as well as on the results of the vote on the Remuneration Report at recent Shareholders’ Meetings.

Finally, the Report illustrates how the 2020-2022 Long Term Incentive Plan has been implemented in 2020, in accordance with applicable regulation.

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For further information on the contents of Eni's Report and Remuneration Policy:

Strategy, sustainable development and remuneration

Eni’s business model is focused on creating value for its stakeholders through a strong presence along the whole energy value chain. Eni aims at contributing, directly or indirectly, to achieve the Sustainable Development Goals (SDGs) of the UN 2030 Agenda, supporting a just energy transition, responding through concrete and economically sustainable solutions to the challenge of combating climate change and giving access to energy resources for all in an efficient and sustainable way.

The 2020-2023 Long Term Equity based Incentive Plan and the guidelines of the Strategic Plan support such model by providing 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.

Alignment with Strategic Plan

The remuneration policy supports the achievement of the goals set in the Company’s Strategic Plan by promoting, through a balanced use of performance measures in the short and long-term incentive systems, the alignment of senior management’s interests with the priority of creating sustainable value for shareholders over the medium to long term.

Our governance practices

Our governance practices regarding executive remuneration are shown below.

Safety and environmental sustainability indicators

According to what is reported on page 11 of the Report on Remuneration Policy and remuneration paid (2021), in 2020, as shown in chart 2, the Severity Incident Rate (SIR) improved over the previous year, where the Total Recordable Injury Rate (TRIR) was essentially unchanged at an especially low level that outperforms both the average for Oil & Gas peers (1.08 in 2019) and the second “best in class” after Eni (i.e. Chevron, which posted a TRIR of 0.75 in 2019).

In terms of GHG emission intensity in the upstream sector, 2020 performance posted a slight improvement compared with the previous year due to the decrease in production connected with the health emergency, which mainly affected areas associated with a low emission impact. The increase was partially contained due the optimisation of the management of some assets, with measures to reduce emissions from flaring/venting and methane fugitives.

Pay for performance analisys

According to what is reported on page 19 of the Report on Remuneration Policy and remuneration paid (2021), the chart compares developments in Eni TSR and total CEO/GM remuneration for 2015-2020.

The Eni Remuneration Policy is approved by the Board of Directors, following a proposal by the Remuneration Committee, which is entirely made up of Non-executive, independent Directors.

It is defined in accordance with the corporate governance model adopted by the Company as well as with the recommendations of the Italian Corporate Governance Code.

Following the approval by the Shareholders’ Meeting of May 13, 2020, the Remuneration Policy presented in the first section of this Report provides the Remuneration Policy Guidelines for Directors, Statutory Auditors and other Managers with strategic responsibilities for the 2020-2023 financial years, i.e. coinciding with the term of Eni’s corporate bodies.

On March 18, 2020, the Board of Directors approved the aforementioned Policy Guidelines, acting on a proposal of the Remuneration Committee, following a preliminary analysis of the relevant regulatory framework, as regards in particular new requirements resulting from the transposition of the SRD II Directive, market practices in Italy and abroad as well as remuneration benchmark analysis carried out with the support of international advisors.

The 2020-2023 Policy Guidelines were also defined taking into due account the views expressed by the shareholders on the 2019 Policy (which received a favourable vote from 96.78% of the participants), thus retaining the same structure and potential maximum remuneration levels for the Chairwoman and CEO, as well as for non-executive Directors in relation to their participation in Board Committees.

Finally, the 2020-2023 Policy Guidelines also contain, in accordance with the provisions of the law transposing the SRD II, specific recommendations on the remuneration of the Chairwoman and other members of the Board of Statutory Auditors for the entire duration of their term, which were determined at the Shareholders’ Meeting on the occasion of their appointment.

The summary of the 2020-2023 Policy Guidelines for the CEO and other Managers with strategic responsibilities is shown in the following table. 

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In compliance with the provisions of the new Issuers Regulation, the table below reports the remuneration accrued in 2020 by Directors, Statutory Auditors, the Chief Executive Officer and General Manager and other Chief Operating Officers, and, in aggregate form, Managers with strategic responsibilities. The remuneration received from subsidiaries and/or associates, except that waived or paid to the Company, are shown separately. All parties who filled these roles during the period are included, even if they only held office for a fraction of the year.

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In this section, according to the provisions of current legislation, the Remuneration Reports of previous years as well as the Consob information documents relating to the share-based incentive plans.

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