The role of committees

The Committees of the Board of Directors of Eni are key structures in corporate governance, with the job 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. The three Eni Committees recommended by the Corporate Governance Code comprise at least three members, or in any case a number less than a 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 Code of Conduct.

Composition of 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.

Composition of 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).

Composition of 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)

Composition of 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.