The composition of the Board of Directors
Pursuant to the By-laws, the Board of Directors is composed of no fewer than 3 and no more than 9 members, elected by the ordinary Shareholders’ Meeting, which determines their number within these limits. The By-laws state that non-controlling shareholders can appoint three-tenths of the total number of Directors on the Board.
The Shareholders’ Meeting of 13 April 2017 set the number of Directors at 9 and appointed for three financial years and in any case until the date of the Shareholders’ Meeting that will be called to approve the financial statements for the 2019 financial year, the Directors: Emma Marcegaglia, Claudio Descalzi, Andrea Gemma, Pietro A. Guindani, Karina A. Litvack, Alessandro Lorenzi, Diva Moriani, Fabrizio Pagani and Domenico Livio Trombone.
Emma Marcegaglia, Claudio Descalzi, Andrea Gemma, Diva Moriani, Fabrizio Pagani and Domenico Livio Trombone were nominated from the slate of candidates submitted by the Ministry of the Economy and Finance.
Pietro A. Guindani, Karina A. Litvack and Alessandro Lorenzi were nominated from the slate of candidates submitted by Italian and foreign institutional investors.
The Shareholders’ Meeting also confirmed Emma Marcegaglia as Chairman of the Board of Directors and, on 13 April 2017, the Board of Directors confirmed Claudio Descalzi as Chief Executive Officer and General Manager of the Company.
8 out of 9 Directors appointed in 2014 by the Shareholders’ Meeting were confirmed by the Shareholders’ Meeting held on 13 April 2017, thus favoring the continuity of management (the table below reports also dates of first appointment of Eni Directors).
Independence and other requirements
The Consolidated Law on Financial Intermediation establishes that at least one Director, or two if the Board is composed by more than seven members, must satisfy the independence requirements for Statutory Auditors of listed companies as set out in Art. 148, paragraph 3 of the Consolidated Law on Financial Intermediation itself, as well as any other requirements set out in codes of conduct.
Eni’s By-laws improve on the existing law by establishing at least that one Director, if there are no more than five Directors, or at least three Directors, if there are more than five, shall satisfy the independence requirements prescribed for statutory auditors of listed companies under current legislation.
Besides, the Corporate Governance Code also recommends that an adequate number of non-executive Directors be independent, meaning that they do not maintain nor have they recently maintained, directly or indirectly, any business relationships with the issuer or persons linked to the issuer of such a significance as to influence their autonomous judgement. The number and competences of independent Directors must be adequate in relation to the size of the Board and the activity performed by the issuer and they must be such as to enable the formation of committees within the Board, in accordance with the guidelines set out in the Code. For issuers belonging to the FTSE-Mib index, such as Eni, the Code recommends that at least one-third of the Board members should be independent Directors, rounded down in the event of a decimal number to the next lowest whole number. In any case, at least 2 directors must be independent.
Eni By-laws, besides, establishes that all the Directors (and General Managers) possess the requirements of honorability prescribed by current rules. In particular, the Directors must satisfy the same honorability requirements for members of control bodies of listed companies, as well as any other requirements set out in special rules to which applicable.
The Board of Directors evaluates, upon appointment and periodically, integrity requirements together with the independence requirements, as well as the absence of grounds for ineligibility, incompatibility or forfeiture. The Nomination Committee is responsible for enquiries connected with the periodic verification that the Directors satisfy the independence and integrity requirements and the absence of circumstances that would render them ineligible or incompatible.
The Board of Statutory Auditors is required to verify proper application of the criteria and procedures adopted by the Board in assessing the independence of its members.
If a Director does not or no longer satisfies the independence and integrity requirements declared and established by law or if circumstances arise that render him ineligible or incompatible, the Board shall declare that the Director has forfeit the position and replace him, or shall invite him to rectify the circumstances rendering him incompatible by a deadline set by the Board itself, on penalty of forfeiture.
At its meeting of 13 April 2017, upon appointment, and after investigation by the Nomination Committee, during the meetings of 15 February 2018, and 14 February 2019, on the basis of the declarations released by the Directors and of the information available to the Company, the Board of Directors ascertained that all Directors have the integrity requirements required by current law, that causes for their ineligibility, incompatibility and forfeiture do not exist as required by current law and that the Chairman Marcegaglia and the Directors Gemma, Guindani, Litvack, Lorenzi, Moriani and Trombone satisfy the independence requirements set by law, as quoted by Eni’s By-laws.
With reference to the independence requirements of the Corporate Governance Code, to which Eni adheres, the Board also considered independent, on the basis of the parameters and application criteria recommended by the Code, the Gemma, Guindani, Litvack, Lorenzi, Moriani and Trombone Directors.
The Chairman Marcegaglia, in accordance with the provisions of the Corporate Governance Code, cannot be declared independent as a significant representative of the Company.
The Board of Statutory Auditors verified the correct application of the criteria and procedures established by the Board to assess the independence of its members.
|Directors||First appointment||Executive||Non-executive||Independence in accordance to law and By-laws||Independence in accordance to Corporate Governance Code|
|Emma Marcegaglia (Chairman)||8 May 2014||–||X||X||–|
|Claudio Descalzi (CEO)||8 May 2014||X||–||–||–|
|Andrea Gemma||8 May 2014||–||X||X||X|
|Pietro A. Guindani||8 May 2014||–||X||X||X|
|Alessandro Lorenzi||5 May 2011||–||X||X||X|
|Karina A. Litvack||8 May 2014||–||X||X||X|
|Diva Moriani||8 May 2014||–||X||X||X|
|Fabrizio Pagani||8 May 2014||–||X||–||–|
|Domenico Livio Trombone||13 April 2017||–||X||X||X|
|Total||1 out of 9||8 out of 9||7 out of 9||6 out of 9|