Eni Milan

Answers to the most frequently asked questions about Directors’ remuneration.

How is determined the Directors remuneration?

The Shareholders' Meeting determines the remuneration of the Chairman and members of the Board of Directors, upon appointment and throughout the term of office, the Board of Directors determines the remuneration of the Directors with delegated powers or for participation in board committees, proposal of the Remuneration Committee and after consultation with the Board of Auditors. In implementing the recommendations of the Italian Corporate Governance Code and the regulations in force (article 123-ter of Legislative Decree n.58/98). The Board of Directors also approves the policy for the remuneration of the Directors and the general criteria for remunerating “Managers with strategic responsibilities‘, which is described in the first section of the Remuneration Report available on the Company's website.

What is the role of the Remuneration Committee Eni?

The Committee plays advisory and consultative functions to support the Board of Directors in particular with regard to:

  • the predisposition of the Remuneration Policy and of the Remuneration Report
  • the proposals on the remuneration of Directors with delegated powers and for participation in Board Committees
  • the establishment of performance targets and the assessment of performance results related to the implementation of variable incentive plans.

What are the aims of the Eni Remuneration Policy?

The Eni Remuneration Policy is defined in accordance with the governance model adopted by the Company and with the recommendations of the Italian Corporate Governance Code, in order to attract, motivate and retain individuals of high professional and managerial standing and alignment of management interests with the primary goal of creating value for shareholders over the medium to long term. Eni’s Remuneration Policy contributes to achieving the Company’s mission and strategies by:

  • promoting actions and behaviours reflecting the Company’s values and culture, consistent with the principles of plurality, equal opportunity, enhancement of individuals’ knowledge and skills, non-discrimination, fairness and integrity, as describe in the Code of Ethics and Eni Policy "Our People";
  • recognising roles and responsibilities, results, and the quality of professional contribution, taking into account the operating environment and relevant market references;
  • defining incentive structures that are tied to the sustainable Long-Term achievement of financial, business development, operational and individual objectives, consistent with the Company’s Strategic Plan and the responsibilities assigned.

Are the shareholders involved in the approval of the Eni Remuneration Policy?

Yes, from 2012, Eni' shareholders are invited to express a non-binding vote on the policy adopted for the remuneration of the Directors and other Managers with strategic responsibilities, as described in the first section of the Remuneration Report made available on the company's website within 21 days before the Shareholders’ Meeting.

Is the remuneration of the CEO linked to the performance of the company?

Yes, the pay-mix of CEO is characterized by a significant variable component, equal, for 2019, to 70% of the total remuneration, subject to achievement, at target level, of predetermined performance measures, whit greater weight to the long-term component.

Are Incentive plans linked to the achievement of sustainability goals?

Yes, particularly the Short-Term Incentive Plan with deferral envisages the achievement of objectives focused on essential milestones, in line with the Strategic Plan  and balanced in respect of the interests of the various stakeholders. Among the 2019 performance indicators, particular relevance has been assigned to the environmental sustainability and human capital objective, with an overall weight of 25%, in terms of reduction of CO2 emissions and Severity Incident Rate (SIR).

Does Eni Remuneration Policy provides for the clawback of incentives?

Yes, under the general principles of the Eni Remuneration Policy, it is expected the adoption of clawback mechanisms that provides for the variable component of remuneration, if already paid and/or granted, to be recuped, and if still  subject to deferral, to be withheld, in instances where such incentives results were based on data that subsequently proved to be manifestly misstated, or make restitution of all the incentives for the year (or years) for which fraudolent alteration of the data used in verifying performance for the purpose of entitlement  to the incentive, and/or the commission of serious and intentional violations of the law and/or regulations, the Code of Ethics or the Company rules that are pertinent to or have an impact on the employment relationship, affecting the associated fiduciary relationship, without prejudice to any action allowed under law for the protection of the Company’s interests. The Clawback Policy provides that the activation of recoupment claims (or withdrawal of incentives awarded but not yet paid) must take place, once appropriate verification has been completed, within three years of payment (or award) in cases of error, and within five years in cases of fraud.

Are the information on the compensation of the CEO and other Directors public?

Yes, the information on the compensation paid to the CEO, the other Directors, to Statutory Auditors and, in aggregate form, to other executives with strategic responsibilities are contained in the Remuneration Report available on the website of the Company. 
A copy of the report can be requested via email to segreteriasocietaria.azionisti@eni.com or by fax to + 39 (0) 659 82 22 33 or by calling toll-free to shareholders 800 940 924 [from abroad: 800 112 234 56, after entering the prefix international access code +].

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