The role of Committees

The Committees of the Board of Directors of Eni are charged with the task of supporting the Board of Directors with consultative and advisory functions on matters of competence. The Board of Directors establishes from among its members one or more Committees, appointing the members and Chairman, as well as defining their tasks and annually assigning adequate financial resources.

Committees in 2017

On 13 April 2017, the Board of Directors established the following internal Committees:

• Control and Risk Committee
• Compensation Committee
• Nomination Committee
• Sustainability and Scenarios Committee

The Board confirmed the three Committees recommended by the Corporate Governance Code, namely the Control and Risk Committee, the Compensation Committee and the Nomination Committee. The Board confirmed as well the Sustainability and Scenarios Committee. Eni Committees are formed by four members and thus less than the majority of Board members. The composition, duties and functioning of the Committees are governed by specific regulations approved by the Board of Directors, consistent with the criteria established by the Corporate Governance Code.

At each meeting the Chairmen of the Committees report at the Board on the key issues examined by the Committees in their previous meetings. Furthermore, on at least a half-yearly basis, the Board of Directors also receives from the Committees a report on the activities they have performed.

The Control and Risk Committee

The Control and Risk Committee comprises four non-executive directors, all independent in line with current legislation and Corporate Governance Code:

• Alessandro Lorenzi (Chairman, independent)
• Andrea Gemma (independent)
• Karina Litvack (independent)
• Diva Moriani (independent)

All members have adequate professional qualifications and experience to perform the tasks entrusted to the Committee. In particular, Directors Lorenzi, Litvack and Moriani were identified by the Board as members “with appropriate experience in accounting and finance and risk management”, in accordance with the recommendations of the Corporate Governance Code (Art. 7.P.4). The Chairman of the Committee was elected from the list presented by Italian and foreign institutional investors.

The Committee supports the Board with an adequate preparatory work in evaluations and decisions on the Internal Control and Risk Management System (ICRMS) as well as those relating to the approval of periodic financial reports.

In particular, the Committee issues proposals on the definition and updating of the guidelines for the ICRMS  and gives its prior opinion to the Board on the periodic assessment of the adequacy and effectiveness of ICRMS, in conjunction with other subjects involved in ICRMS management and / or supervision; to this end, it shall report to the Board, at least once every six months, on the approval of the annual and semi-annual financial report, on the activities carried out and on the adequacy of the ICRMS itself.

It examines and expresses its opinion on the adoption and amendment of the rules on the transparency and the substantive and procedural fairness of transactions in which directors and statutory auditors hold a personal interest and on transactions with related parties, also issuing an opinion on certain transactions. The Committee also issues its opinion on the regulatory instruments to be approved by the Board of Directors.

It monitors the autonomy, adequacy, effectiveness and efficiency of the Internal Audit Department and oversees its activities to ensure that the necessary conditions of independence and due professional objectivity, competence and diligence are maintained; it issues its opinion on the appointment, compensation and budget of the Senior Executive Vice President of the Internal Audit Department, as well as on annual Audit Plan. It examines the results of the audit activities and the periodic reports prepared by the Internal Audit Department.

It also carries out the tasks related to the Model on Internal Financial Reporting System, in particular the Committee evaluates, together with the Officer in charge of preparing financial reports and after having

consulted the Audit Firm and the Board of Statutory Auditors, the proper application of accounting standards and their consistency in preparing the consolidated financial statements, prior to their approval by the Board of Directors; it also examines and evaluates the reports prepared by the CFO /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.

It supports the Board of Directors on evaluations and decisions on the management of risks, also with reference to potential detrimental facts, and it examines reports on ICRMS, also during the periodical meetings with the competent structures of the Company.

Finally, the Committee oversees the activities of the Legal Affairs Department in the case of specific judicial investigations.

The Compensation Committee

The Compensation Committee consists of four non-executive directors, all independent in line with current legislation and Corporate Governance Code:

• Andrea Gemma (Chairman, independent)
• Pietro A. Guindani (independent)
• Alessandro Lorenzi (independent) 
• Diva Moriani (independent)

All members have adequate professional qualifications and experience to perform the tasks entrusted to the Committee. In particular, Director Guindani Lorenzi and Moriani were identified by the Board, at the time of appointment, as members “with adequate knowledge and experience in financial matters and remuneration policy”, in accordance with the recommendations of the Corporate Governance Code (art. 6.P.3).

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 Remuneration Report and, in particular, the remuneration policy for Directors and managers with strategic responsibilities 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

The Nomination Committee consists of four non-executive directors, mostly independent, in line with current legislation and Corporate Governance Code, including the Chairman:

• Diva Moriani (Chairman, independent)
• Andrea Gemma (independent)
• Fabrizio Pagani (non-executive)
• Domenico Livio Trombone (independent)

The Committee supports the Board in relation to any criteria of the appointment and to the appointment itself of the managers and members of the boards and bodies of Eni SpA and its subsidiaries proposed by the CEO and / or the Chairman of the Board, whose appointment is within the competence of the Board and oversees its succession plans; assist the Board in setting any criteria for the designation of the members of the other boards and bodies of Eni associated companies.

Whenever possible and appropriate, and with due regard to the shareholding structure, the Committee proposes to the Board the succession plan of the CEO and, upon proposal from the CEO, it examines and evaluates criteria governing the succession planning for the Company’s managers with strategic

responsibilities.

It proposes candidates to serve as Directors to the Board of 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, and if the Board decides to propose a slate of candidates.

In the event it is not possible to draw the required number of Directors from the slates presented by shareholders, taking account of any recommendations received from shareholders, it proposes to the Board of Directors candidates for the position of Director to be submitted to the Shareholders’ Meeting.

It proposes to the Board 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 and periodically verifies that the Directors satisfy the independence and integrity requirements, and ascertains the absence of circumstances that would render them incompatible or ineligible.

The Committee provides its opinion to the Board of Directors on any activities carried out by the Directors in competition with the Company. It oversees the annual self-assessment on the performance of the Board and its Committees and, taking into account the results, formulates opinions on the size and composition so that the Board itself may express its opinion to shareholders before the appointment of the new Board.

The Sustainability and Scenarios Committee

The Sustainability and Scenarios Committee consists of four non-executive directors, mostly independent, in line with current legislation and Corporate Governance Code, including the Chairman:

• Pietro A Guindani (Chairman, independent)
• Karina Litvack (independent)
• Fabrizio Pagani (non-executive)
• Domenico Livio Trombone (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.

The Committee focuses mainly on scenarios and sustainability, with particular focus on processes, initiatives and activities to preserve the Company's commitment to sustainable development along the value chain. Particular attention is paid to the respect and protection of rights, in particular human rights, which is the foundation for the inclusive development of companies, territories and, consequently, of companies operating there.

Among other issues addressed by the Committee with regard to sustainability: health, well-being and safety of people and communities; respect and protection of rights, particularly of the human rights; local development; access to energy, energy sustainability and climate change; environment and efficient use of resources; integrity and transparency; and 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 of sustainability with regard to financial markets and international sustainability initiatives. It examines sustainability initiatives, also including in relation to individual projects, as well as non-profit strategy and its implementation, including in relation to individual projects. At the request of the Board, gives its opinion on other sustainability issues.

Advisory Board

On 27 July 2017, Eni's Board of Directors has established an Advisory Board, following the decision of April 13.

The Advisory Board will be chaired by Director Fabrizio Pagani and composed of leading international experts:

• Ian Bremmer - President and founder of the Eurasia Group think tank, which focuses on geopolitical issues;
• Christiana Figueres – UNFCCC Executive Secretary from 2010 to 2016, the main promoter of the Paris climate agreement and one of the top experts on environmental issues; Founder of the "Mission 2020" initiative;
• Philip Lambert - CEO of the English company Lambert Energy Advisory specializing in strategic analysis and M&A operations in the Energy sector;
• Davide Tabarelli - President and founder of Nomisma Energia, an Italian research firm on energy issues.

The Advisory Board has the task to analyze the main geopolitical, technological and economic trends, including issues related to the decarbonisation process for the Board of Directors and Eni’s CEO.