How long is the mandate for Directors?
The Directors shall be appointed for a period of up to three financial years; this term shall lapse on the date of the Shareholders’ Meeting convened to approve the financial statements for their last year in office. They may be re-elected.
For the Board of Directors appointed by the Shareholders’ Meeting held on 13 April 2017, the Shareholders’ Meeting determined the mandate to last three financial years, until the Shareholders’ Meeting called to approve 2019 Financial Statements.
How many Directors are on the Board and how are they nominated?
Eni’s 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 established the number of Directors at 9.
The Directors are nominated through the slate voting system as indicated by Art. 17 of Eni’s 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's Board of Directors?
The Shareholders’ Meeting of 13 April 2017 appointed the following Directors:
Emma Marcegaglia; Claudio Descalzi; Andrea Gemma, Pietro A. Guindani, Karina Litvack, Alessandro Lorenzi, Diva Moriani; Fabrizio Pagani, and Domenico Livio Trombone.
Directors Guindani, Litvack and Lorenzi were appointed from the slate submitted by Italian and foreign Institutional Investors; Directors Marcegaglia, Descalzi, Gemma, Moriani, Pagani and Trombone were appointed from the slate submitted by the 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 of Directors appointed Claudio Descalzi as Chief Executive Officer and General Director of the Company.
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 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 Remuneration Committee (Compensation Committee until 15 March 2018), 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 Chairmen. 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.
- Remuneration Committee (Compensation Committee until March 15, 2018): 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.
The Board of Directors, on 27 July 2017, following the decision of 13 April 2017, established an Advisory Board, chaired by the Director Fabrizio Pagani and made up of some of the leading international experts in the energy sector: Ian Bremmer; Christiana Figueres; Philip Lambert and Davide Tabarelli.
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.
Does Eni communicate at the beginning of the year the dates of Board meetings called to approve the Company's economic and financial data (financial calendar)?
Yes, dates are communicated to Borsa Italiana by 30 January of each year. The calendar is also published on Eni’s website, in the Investors section.