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 Compensation Committee and after consultation with the Board of Auditors. In implementing the recommendations of the 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 other “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 Compensation 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 and
  • the proposals on the remuneration of Directors with delegated powers and for participation in Board Committees
  • the establishment of performance objectives 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 Corporate Governance Code, in order to attract, motivate and retain people of high professional and managerial profile and align the interests of management with the prime objective of creating value for shareholders over the medium to long term. Eni Remuneration Policy contributes to the achievement of the mission and strategies through:

  • the promotion of actions and behaviors corresponding to the values ​​and culture of the Company, in accordance with the principles of diversity, equal opportunity, recognition of the knowledge and skills of individuals, fairness, non-discrimination and integrity contained in the Code of Ethics and in the Eni Policy "Our People";
  • the recognition of the roles, responsibilities and achievements, taking into account the employment market in question;
  • the definition of incentive systems related to the achievement of economic / financial, business development, operational and individual, defined in terms of sustainability of the results in the long term, in line with the guidelines set out in the Strategic Plan of the Company and with 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 2017, 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 Monetary Plan with deferral envisages the achievement of objectives focused on essential goals, consistent with the strategies outlined in the new mandate and balanced against the different perspective of interest of the various stakeholders. Among the 2017 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 of 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 allowing to reclaim the variable remuneration components already paid and/or granted, or to withhold those subject to deferral, whose achievement took place on the basis of data that subsequently proved to be manifestly misstated, or allowing the recoupment of all the incentives of the year (or the years) for which fraudulent alteration was detected in the results data used in order to achieve the right to incentives, and/or the commission of serious and deliberate violations of the law and/or regulations, the Code of Ethics or the Company rules, if relevant to the employment and trust relationship, without prejudice to any other action permitted by law and regulations to protect the interests of the Company. 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 deliberate intent to defraud.

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

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 800940924 [from abroad: 1122 800 3456, after entering the prefix international access code (+)].

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