Rome, April 13 2017 – 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.
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 Andea Gemma, Pietro A. Guindani, Karina Litvack, Alessandro Lorenzi, Diva Moriani and Domenico Livio Trombone have the independence requirements set by law, as quoted by Eni’s By-laws.
Also the Directors Gemma, Guindani, Litvack, Lorenzi, Moriani and Trombone 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 the following Committees:- Control and Risk Committee: Alessandro Lorenzi as Chairman, Directors Gemma, Litvack and Moriani as members, all non-executive and independent; Directors Litvack, Lorenzi and Moriani have experience in the area of accounting and finance or risk management, as requested by the Corporate Governance Code;
- Compensation Committee: Andrea Gemma as Chairman, Directors Guindani, Lorenzi and Moriani as members, all non-executive and independent, including the Chairman; Directors Guindani, Lorenzi and Moriani have the knowledge and experience in finance or remuneration policies required by the Corporate Governance Code;
- Nomination Committee: Diva Moriani as Chairman, Directors Gemma, Pagani and Trombone as members, all non-executive and the majority independent;
- Sustainability and Scenarios Committee: Pietro Guindani as Chairman, Directors Litvack, Pagani and Trombone as members, all non-executive and the majority independent.
The Board of Directors also decided that in the next few months will set up an Advisory Board, composed of international experts in the oil and gas sector with Director Fabrizio Pagani as Chairman.
Finally the Board established, based on the assessments made by the Board of Statutory Auditors, 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 has taken note, based on the information provided by the Board of Statutory Auditors that the auditors met the independence requirements provide by the Corporate Governance Code, the qualification as "financial expert" under the US regulations applicable to the Board of Statutory Auditors as “audit committee” because of the listing of Eni in the US market, and the competence requirements, for the body as a whole, pursuant to art. 19, paragraph 3, of Legislative Decree 39/2010.
The curricula of the Directors and Statutory Auditors appointed are available on www.eni.com.