Rome, May 14, 2020 – Eni’s Board of Directors1 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 confirmed the central role of the Chairwoman, Lucia Calvosa, in internal controls assigning her, specifically, tasks assigned to previous Chairwoman including management of the relationship of the Head of Internal Audit with the Board of Directors. In addition, the Chairwoman will carry out her statutory functions as legal representative managing, in particular, institutional relationships in Italy, together with the CEO. The Board also delegated to the Chairwoman powers, provided for by the By-laws, to identify and promote integrated projects and international agreements with strategic importance 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 Lucia Calvosa and the Directors Ada Lucia De Cesaris, Pietro A. Guindani, Karina A. Litvack, Emanuele Piccinno, Nathalie Tocci and Raphael Louis L. Vermeir have the independence requirements set by law, as quoted by Eni’s By-laws.
Also the Directors De Cesaris, Guindani, Litvack, Tocci and Vermeir have been considered independent by the Board pursuant to the criteria and parameters recommended by the Corporate Governance Code. The Chairwoman Calvosa, in compliance with the Corporate Governance Code, cannot be considered independent being a significant representative of the Company. For the purposes of the independence assessment, criteria described in the Corporate Governance and Shareholding Structure Report 2019 have been confirmed.
The Board of Statutory Auditors 2 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: Pietro Guindani as Chairman and Directors Raphael Vermeir, Ada Lucia De Cesaris and Nathalie Tocci as members, all non-executive and independent; Directors Pietro Guindani and Raphael Vermeir have experience in the area of accounting and finance or risk management, as requested by the Corporate Governance Code;
- Remuneration Committee: Nathalie Tocci as Chairman and Directors Karina Litvack and Raphael Vermeir as members, all non-executive and independent; all members have the knowledge and experience in finance or remuneration policies required by the Corporate Governance Code;
- Nomination Committee: Ada Lucia De Cesaris as Chairman and Directors Pietro Guindani and Emanuele Piccinno as members, all non-executive and the majority independent;
- Sustainability and Scenarios Committee: Karina Litvack as Chairman and Directors Raphael Vermeir, Nathalie Tocci, Filippo Giansante and Emanuele Piccinno as members, all non-executive and the majority independent.
Finally the Board established, based on the assessments made by the Board of Statutory Auditors, that the Statutory Auditors met the requirements of professionalism and integrity 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 Statutory Auditors met the independence requirements provided 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.
1) The Shareholders’ Meeting of 13 May 2020 appointed the Board of Directors, on the basis of the slate presented by the shareholder Ministry of Economy and Finance, voted by the majority of the shareholders who have participated in the Shareholders’ Meeting, equal to 84.155656 %, and of the slate presented by a group of shareholders composed of asset management companies and other Institutional Investors, voted by the minority of the shareholders who have participated in the Shareholders’ Meeting.
2)The Shareholders’ Meeting of 13 May 2020 appointed the Board of Statutory Auditors, on the basis of the slate presented by the shareholder Ministry of Economy and Finance, voted by the majority of the shareholders who have participated in the Shareholders’ Meeting, equal to 90.837754 %, and of the slate presented by a group of shareholders composed of asset management companies and other Institutional Investors, voted by the minority of the shareholders who have participated in the Shareholders’ Meeting.