Policy of the Board of Directors
For the purposes of Articles 1.C.2, 1.C.3 and 2.C.5 of the Corporate Governance Code which Eni adopted to ensure that Directors can devote the time necessary for the effective performance of their duties, the Board, taking into account the participation in Board Committees, expressed the following policy on the maximum number of offices held by its members:
a) An executive Director should not hold the office of:
- executive Director in any other listed company on regulated stock markets, whether Italian or foreign, or in any financial1, banking or insurance company or in a company with shareholders’ equity exceeding 10 billion euros;
- non-executive Director or Statutory Auditor (or member of another controlling body) in more than one of the aforesaid companies;
- non-executive Director of another issuer in the event that the executive Director of the same issuer is a Director of Eni.
b) A non-executive Director, in addition to the office held in Eni, should not hold the office of:
- executive Director in more than one of the aforesaid companies2 and non-executive Director or Statutory Auditor (or member of another controlling body) in more than three of the such companies;
- non-executive Director or Statutory Auditor (or member of another controlling body) in more than five of such companies;
- executive Director of another issuer in the event that the non-executive Director of the same issuer is an executive Director of Eni.
The limit on multiple offices excludes offices held in Eni Group companies.
If these limits are exceeded, the Director will promptly inform the Board, which will assess the situation in light of the interests of the Company and will call upon the Director to take action in accordance with its decision.
In any case, before taking up the office of director or statutory auditor (or member of another controlling body) in another company that is not a direct or indirect subsidiary or associated company of Eni, the executive Director shall inform the Board of Directors, which will prohibit him from taking up the office where it believes such to be not compatible with the functions attributed to the executive Director and with the interests of Eni.
The rules applicable to executive Directors also apply to Chief Operating Officers, if any, with the exception of the prohibitions on cross-directorships.
The Board of Directors, following appointment, and periodically, after investigation by the Nomination Committee, verifies that the Directors have complied with the limits on multiple offices in relevant companies as stated by the Board.
Following the appointment, at its meeting of 13 April 2017 and, most recently, after investigation by the Nomination Committee, at its meeting of 15 February 2018, the Board of Directors verified the compliance of Directors with the policy on the maximum number of offices.
The main offices held by the Directors are reported on Eni website, as part of the information on the personal and professional characteristics of the Directors.
(1 ) For the purposes of assessing the number of offices held, financial companies are those companies defined under Art. 106 of Legislative Decree No. 385/1993 (Consolidated Law on Banking) and companies that provide investment or collective portfolio management activities or services pursuant to the Consolidated Law on Financial Intermediation.
(2) In its meeting on February 15, 2018, acting on the proposal of the Nomination Committee, the Board specified, in accordance with Criterion 1.C.2 of the Corporate Governance Code, that the listed companies relevant for the purposes of the limits on multiple offices are companies listed on regulated markets.