Overview

Eni Milan
Answers to the most frequently asked questions about composition and appointment of Eni’s Board of Directors.

How long is the mandate for Directors?

The mandate for directors is of 3 financial years. It lapses at the date of the shareholders' meeting called to approve the financial statements of the last financial year of their office and is renewable. The Board of Directors in charge was appointed by the Shareholders Meeting held on 13 April 2017.

How many directors are there on the Board and how are they nominated?

The By-laws foresees a board of directors comprising a minimum of 3 and a maximum of 9 members. The Shareholders' Meeting of 13 April 2017 has established the number at 9.

The Directors currently in office are nominated through the slate voting system as indicated by Art. 17 of the By-laws. The slate voting procedure shall apply only to the election of the entire Board of Directors. If, during the year, the office of one or more Directors should be vacated, he/she shall be replaced by the others directors, with resolution approved by the Board of Statutory Auditors, provided that the majority is still made up of Directors appointed by the Shareholders’ Meeting. The Nomination Committee proposes candidates to serve as Directors to the Board of Directors, ensuring compliance with the requirements regarding the minimum number of independent Directors and the percentage reserved for the less represented gender.

The Directors appointed as above remain in office up to the next Shareholders’ Meeting, that provide to the confirm or to the appointment of other Directors.
The Directors appointed from the Shareholders’ Meeting as said expired together with Directors in office upon nomination.
If a majority of Directors appointed by the Shareholders’ Meeting should vacate their offices the entire Board shall be considered to have resigned, and the Board shall promptly call a Shareholders’ Meeting to elect a new Board.

Who are the members of the Eni Board of Directors?

The Shareholders’ Meeting of 13 April 2017 appointed the following Directors:

Emma Marcegaglia; Claudio Descalzi; Andrea Gemma, independent Director; Pietro A. Guindani, independent Director, Karina Litvack, independent Director, Alessandro Lorenzi, independent Director; Diva Moriani independent Director; Fabrizio Pagani, non-executive Director and Domenico Livio Trombone, independent Director.

The Directors Guindani, Litvack and Lorenzi were appointed from the slate submitted by Italian and foreign Institutional Investors; the Directors Marcegaglia, Descalzi, Gemma, Moriani, Pagani and Trombone  were appointed from the slate submitted by Italian Ministry of Economy and Finance.

The same Shareholders’ Meeting appointed Emma Marcegaglia as Chairman of the Board and, on 13 April 2017 the Board appointed Claudio Descalzi as Chief Executive Officer and General Director of the Company.

What is the meaning of Independent Director?

Both the provisions of Laws (Article 147-ter of the Legislative Decree N° 58/1998 cd. Consolidated Law on Finance) and principles of the Italian Corporate Governance Code, which Eni adopted, contain the definition of Independent Director.

To make a synthesis, a Director is considered independent if he/she has not, or has not had recently, directly or indirectly, a significant commercial, financial or professional relationship with the Company, or any of its representatives.

Failure to satisfy the requirement of independence shall result in disqualification from the position.

Article 17 of the By-Laws set that at least 1 Board member, if the Board members are no more than 5, or at least 3 Board members if the Board members are more than 5, shall have the independence requirements set for the Board of Statutory Auditors members of listed companies.

The Board after the appointment and periodically, following examination of the Nomination Committee, evaluates the independence of Directors, both on the basis of criteria defined by the Consolidated Law on Finance and on the basis of the requirements of the Corporate Governance Code.

The Board of Statutory Auditors verifies the fair application of the criteria and procedures adopted by the Board to evaluate the independence of its members.

Assessment results are communicated to the market.

What is the role of the Board of Directors?

The Board of Directors plays a prominent role in the Corporate Governance system of the Company.

The Board of Directors appoints a Chief Executive Officer and delegates him all the powers for the administration of the Company with the exception of the powers that cannot be delegated pursuant to the current legislation and of those retained by the Board of Directors.

How often does the Board of Directors meet?

The Board of Directors meets regularly with a fixed calendar.

Have any internal Committees been established by the Board of Directors?

At its meeting of 13 April 2017, the Board of Director formed four internal Committees to provide advice and offer proposals: the Control and Risk Committee, the Compensation Committee, the Nomination Committee and the Sustainability and Scenarios Committee.

The composition, duties and operational procedures of these Committees are governed by their own rules, which are approved by the Board, in compliance with the criteria outlined in the Corporate Governance Code, who appoints also the members and the Chairman. Anyway, the three Eni Committees recommended by the Corporate Governance Code are composed of no fewer than three members and, in any case, fewer than the majority of the members of the Board.

In the exercise of their functions, the Committees have the right to access any information and Company functions necessary to perform their duties. They are also provided with adequate financial resources and can avail themselves of external advisers, in accordance with the terms established by the Board of Directors. Minutes of all Committees meetings are usually drafted by the respective secretaries. Board Secretary and Corporate Governance Counsel coordinates Secretaries of the Committees.

On 13 April 2017, the Board appointed the members of the Committees and their Chairman:

  • Control and Risk Committee:  Alessandro Lorenzi (Chairman) Andrea Gemma, Karina Litvack and Diva Moriani.
  • Compensation Committee: Andrea Gemma (Chairman), Pietro A. Guindani, Alessandro Lorenzi and Diva Moriani.
  • Nomination Committee: Diva Moriani (Chairman), Andrea Gemma, Fabrizio Pagani and Domenico Livio Trombone.
  • Sustainability and Scenarios Committee: Pietro A. Guindani (Chairman), Karina Litvack Fabrizio Pagani and Domenico Livio Trombone.

 

Who can propose slates for the Board of Directors?

The expiring Board of Directors and shareholders with at least 1% of the share capital, or the different extent fixed by Consob with its regulation. Please, note that the expiring Board of Directors did not propose a list of candidates.

Why is the Board of Directors nominated by slate voting system?

To ensure broad representation, not only for the main shareholders but also for minority shareholders.
The voting list was introduced in Eni By-Laws pursuant to the Article 4 of the Decree N° 332/1994 as converted by Law N° 474/1994.

Is the Chairman nominated by the Shareholders' Meeting?

Yes, the Chairman is nominated by the Shareholders' Meeting pursuant to Article 18 of the By-Laws. If the Shareholders' Meeting has not appointed a Chairman, the Board of the Directors will elect the Chairman.

What economic and financial data has to be approved by the Board of Directors?

The Board is called upon to approve the economic and financial data contained in the company's consolidated annual, half-yearly and quarterly reports and in the consolidated quarterly financial results.

Is there an Executive Committee?

No. Pursuant to Article 24 of the By-Laws, the Board of Directors delegates its powers to one of its members. The Board of Directors may establish Board Committees that shall have advisory and proposing tasks on specific items.

Does Eni communicate at the beginning of the year the dates of Board meetings called to approve the Company's consolidated reports (financial calendar)?

Yes, dates are communicated to Borsa Italiana by 30 January of each year. The calendar is also published on the Eni portal, in the Investors section.

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