Rome, May 9 2014 – Eni’s Board of Directors today appointed Claudio Descalzi as Chief Executive Officer and General Manager. In this role he will be responsible for the management of the company, with the exception of specific responsibilities that are reserved for the Board of Directors and those that are not to be delegated according to the current legislation.
While a final decision will be taken at a later date, the Board confirmed Claudio Descalzi as Chief Operating Officer of the Exploration & Production Division.
The Board also deliberated that, in accordance with the Corporate Governance Code for listed companies, the Head of Internal Audit will report to the Board, and on its behalf, to the Chairwoman. In addition, the Chairwoman will carry out her statutory functions as legal representative managing institutional relationships in Italy, together with the CEO.
The Board also ascertained, on the basis of the declarations released by the Directors and of the information available to the Company, that all Directors have the integrity requirements required by current law, that causes for their ineligibility and incompatibility do not exist as required by current law and that the Chairwoman Emma Marcegaglia and the Directors Andrea Gemma, Pietro A. Guindani, Karina Litvack, Alessandro Lorenzi, Diva Moriani and Luigi Zingales have the independence requirements set by law, as quoted by Eni’s By-laws. Also the Directors Gemma, Guindani, Litvack, Lorenzi, Moriani and Zingales have been considered independent by the Board pursuant to the criteria and parameters recommended by the Corporate Governance Code. The Chairwoman Marcegaglia, in compliance with the Corporate Governance Code, cannot be considered independent being a significant representative of the Company.
The Board of statutory auditors ascertained the correct application of the assessment criteria and procedures adopted by the Board of Directors to evaluate the independence of its members.
The Board of Directors has also appointed: Pietro A. Guindani (as Chairman), Karina Litvack, Diva Moriani e Alessandro Lorenzi as members of the Compensation Committee, all non-executive and independent, including the Chairman; Guindani has the knowledge and experience in finance or remuneration policies required by the Corporate Governance Code; Alessandro Lorenzi (as Chairman), Andrea Gemma, Karina Litvack and Luigi Zingales as members of the Control and Risk Committee, all non-executive and independent; Lorenzi, Litvack and Zingales have experience in the area of accounting and finance or risk management, as requested by the Corporate Governance Code; Andrea Gemma (as Chairman), Diva Moriani, Fabrizio Pagani and Luigi Zingales as members of the Nomination Committee, all non-executive and the majority independent; Fabrizio Pagani (as Chairman), Andrea Gemma, Pietro A. Guindani and Karina Litvack as members of the Sustainability and Scenarios Committee, all non-executive and the majority independent. The Sustainability and Scenarios Committee replaces the Oil & Gas Energy Committee.
The Board also ascertained that the auditors met the requirements of professionalism and honour as set out by the Ministerial Decree no. 162 of March 30, 2000, as specified by art. 28.1 of the By-laws, as well as the independence requirements as set by law and by the Corporate Governance Code.
The curricula of the Directors and Statutory Auditors appointed are available on www.eni.com.
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