On May 11, 2023, the Board of Directors established the following internal Committees:
The Control and Risk Committee comprises four non-executive independent directors:
In particular, the Directors Vermeir, Dittmeier and Seganti have been identified by the Board as members "with adequate knowledge and experience in accounting, finance or risk management", required by the Code of Corporate Governance (Recommendation 35). The Chairman of the Committee was elected from the minority list presented by Italian and foreign institutional investors.
The Committee supports the Board of Directors’ assessments and decisions relating to the Internal Control and Risk Management System (ICRMS) and the approval of periodical financial and non-financial reports. The Committee supports the Board with preparatory work, following which it formulates assessments and/or opinions to the Board.
In particular, it supports the Board, by expressing an opinion, regarding definition and updating of the guidelines of the ICRMS, consistently with the Company’s strategies, so that the main risks that affect the Company and its subsidiaries can be correctly identified and appropriately measured, managed and monitored, and on the evaluation, performed every six months, of the adequacy of the ICRMS taking account of the characteristics of the Company and its risk profile, as well as its effectiveness, in conjunction with other parties involved in the management and/or supervision of the ICRMS. To this end, on the occasion of the approval of the annual and half-yearly financial report, it reports to the Board on its activities and on the overall adequacy of the ICRMS itself. It also supports the BoD in defining, as part of the Strategic Plan, the annual guidelines for the internal control and risk management system (called the "Annual plan for the integrated management of strategic risks"), proposed by the Chief Executive Officer, in consistency with the strategies of the company, as well as in the annual assessment about the implementation of said guidelines, based on the Report prepared for this purpose by the Chief Executive Officer.
It examines and expresses its opinion on the adoption and amendment of the rules for transparency and substantial and procedural correctness of transactions with related parties and those in which a director or statutory auditor holds an interest on his own or on behalf of third parties, in this regard also expressing an opinion about certain types of transactions pursuant to the procedures themselves. It also expresses an opinion on the fundamental guidelines of the Regulatory System, the regulatory instruments to be approved by the Board of Directors, their amendment or update.
In addition, the Committee monitors the independence, adequacy, efficiency and effectiveness of the Internal Audit Department and oversees its activities with respect to the duties of the Board, and the Chairman of the Board on its behalf, in this area, ensuring that the necessary conditions of independence and due objectivity, competence and professional diligence are maintained; it expresses an opinion on proposals concerning appointment, dismissal, remuneration structure and adequacy of the resources provided ( budget) of the Internal Audit Director, as well as on the Annual Audit Plan, and examines the results of the audit activities and the periodic reports drawn up by the function. It also supports the Board in evaluating the opportunities to adopt measures to ensure the effectiveness and impartiality of judgment of the Integrated Risk Management and Integrated Compliance units and of any other functions involved in the controls identified by the BoD, as well as in the annual verification that the same are equipped with adequate professionalism and resources.
It also carries out the tasks relating to the Model on the internal control system on financial reporting, in particular it assesses, after having consulted the officer in charge of preparing financial reports, the Audit firm and the Board of Statutory Auditors, the proper application of the accounting standards and their consistency for the purposes of preparing the consolidated financial statements, issuing an opinion prior to approval by the Board; it also examines and evaluates Reports prepared by the 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.
The Committee examines and evaluates findings reported by the Audit Firm in any management letter it may issue and, in the latter’s, additional report, addressed to the Board of Statutory Auditors.
The Committee assesses whether the periodic financial and non-financial information is suitable to correctly represent the Company’s business model, its strategies, the impact of its business and the performance achieved, expressing an opinion to the Board and coordinating with the Sustainability and Scenarios Committee; it also examines the content of the periodic non-financial information relevant to the ICRMS.
On request of the Board, it supports, with adequate preliminary activities, the Board of Directors’ assessments and resolutions on the management of risks arising from detrimental facts which the Board may have become aware of. It examines the information on the ICRMS, also in the context of periodic meetings with the relevant structures of the Company.
The Committee ensures the establishment of an information flow to the Board of Statutory Auditors for the performance of their respective duties and coordination of activities.
The Remuneration Committee consists of three non-executive independent directors:
In particular, the Directors Belcredi and Vermeir have been identified by the Board as members "with adequate knowledge and experience in financial matters or remuneration policies", required by the Code of Corporate Governance (Recommendation 26).
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 “Report on remuneration policy and remuneration paid” and, in particular, the remuneration policy for members of corporate bodies, General Managers and managers with strategic responsibilities, without prejudice to provisions of Art. 2402 of Italian Civil Code, 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.
The Nomination Committee consists of three non-executive independent directors:
The committee assists the Board of Directors in formulating any criteria for the appointment and provides evaluations on the appointment of executives and members of the boards and bodies of the Company and of its subsidiaries, proposed by the Chief Executive Officer and/or the Chairman of the Board of Directors, whose appointment falls under the Board’s responsibilities and oversees the associated succession plans. Moreover, it assists the Board of Directors in formulating any criteria for the appointment of the members of the other boards and bodies of Eni’s associated companies.
It supports the Board in the elaboration, update and implementation of the Chief Executive succession plan, by identifying, at least, the procedures to be followed in the event of an early termination of office.
Upon a proposal of the Chief Executive Officer, it examines and evaluates criteria governing the succession planning for the Company’s managers with strategic responsibilities.
It assists the Board in the identification of candidates to serve as 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, as well the representation of non-controlling interests.
In the event it is not possible to draw the required number of Directors from the slates presented by shareholders, in the absence of proposals submitted by the shareholders, the Committee proposes to the Board of Directors candidates for the position of Director to be submitted to the Shareholders’ Meeting of the Company.
With reference to the annual evaluation program on the performance of the Board of Directors and its Committees, in compliance with the Corporate Governance Code, the Committee assists the Chairman of the Board of Directors in the activity attributed to it, of ensuring the adequacy and transparency of the self-assessment process of the Board; it assists the Board in the preparatory work for the appointment of an external consultant and in the evaluation of the outcomes of the process. On the basis of the results of the self-assessment, it supports the Board of Directors regarding the size and composition of the Board or its Committees, as well as, the skills and managerial and professional qualifications it feels should be represented within the same Board and Committees also in light of the industrial characteristics of the Company, taking into account the diversity criteria and the Board of Directors guidelines on the maximum number of positions a Director can hold in other companies, so that the Board itself can issue its guidelines to the shareholders prior to the appointment of the new Board. Moreover, it assists the outgoing Board in the proposition of the slate of candidates for the position of Director to be submitted to the Shareholders’ Meeting if the Board decides to opt for the process envisaged in Article 17.3 (1) of the By-laws, ensuring the transparency of the process leading to the slate’s structure and proposition.
In compliance with the Corporate Governance Code, the Committee proposes to the Board of Directors 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. Furthermore, it periodically verifies that the Directors satisfy the independence and integrity requirements and ascertains the absence of circumstances that would render them incompatible or ineligible, at least on an annual basis and upon the occurrence of circumstances relevant to independence. It provides its opinion to the Board of Directors on any activities carried out by the Directors which are in competition with the Company.
The Sustainability and Scenarios Committee consists of three non-executive directors, mostly independent:
The Committee provides recommendations and advice to the Board of Directors on scenarios and sustainability issues, meaning the processes, initiatives and activities surrounding the Company’s commitment to sustainable development along the entire value chain, with specific reference to the following issues: access to energy, energy sustainability and climate change; the health, well-being and safety of people and communities; respect for and protection of sustainability with regard to financial markets and international sustainability initiatives. It examines sustainability initiatives as well as non-profit strategy and its implementation, including in relation to individual projects. At the request of rights, especially human rights; local development; the environment and efficiency in the use of resources; integrity and transparency; 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 the Board, gives its opinion on other issues within its competences.