Eni’s Board of Directors rules on functioning
Pursuant to Eni's By-laws, the Board shall meet in the place indicated in the meeting notice whenever the Chairman or, in the event of his absence or impediment, the Chief Executive Officer deems necessary, or when a written request has been made by the majority of its members.
The Board of Directors shall also be convened when so requested by at least two Directors (or by one Director if the Board consists of three members) to decide on a specific matter deemed to be of particular importance regarding the management of the Company. Said matter shall be specified in the request.
Subject to prior notification to the Chairman of the Board of Directors, the Board of Statutory Auditors may call meetings of the Board of Directors. The power to call a meeting of the Board of Directors may be exercised individually by each member of the Board of Statutory Auditors.
On specific conditions, the meetings of the Board of Directors may be held by video or teleconference. Notice shall be given at least five days in advance of the meeting. In urgent circumstances, the period of notice may be shorter.
The functioning and organization of the Board of Directors are governed by rules, approved lastly on 13 April 2017, that set out the procedures for calling the meetings as well as the proceedings of the Board meetings.
In particular, the Rules establish that the notice calling the meeting, which is signed and drafted by the Chairman after examining the proposals of the Chief Executive Officer, specifies: the place of the meeting; the places where the meeting can be attended via videoconferencing or other eventual different forms of connections allowed; the date and time of the meeting and the agenda.
The notice calling the meeting is sent, as a rule, at least five days prior to the meeting to the Directors, to the standing Statutory Auditors and to the Magistrate of the Court of Auditors responsible for monitoring the financial management of Eni and to his substitute.
Normally, at the same time the notice calling the meeting is sent and, in any case, no more than three days prior to the date of the meeting, any documentation relating to the items on the agenda is made available, with the assistance of the Board Secretary, to the Directors, standing Statutory Auditors and the magistrate of the Court of Auditors, with the exception of inside information which is not subject to prior notification, provided that the Board must receive adequate information on the items on the agenda on the day of the meeting.
When necessary and urgent, the notice calling the meeting may be sent at least 12 hours in advance of the scheduled meeting time.
The Chairman, with the assistance of the Secretary, ensures the adequacy, completeness and clarity of the information, including those not in connection with a Board meeting, submitted or forwarded to the Board and may request to this end, from the Chief Executive Officer, the appropriate changes or additions.
Where it was not possible to provide the necessary information sufficiently in advance, the Chairman made sure that adequate and precise explanations were provided during Board meetings.
Special attention is devoted to ensuring the confidentiality of the information, with the creation of a section of the Eni website with access reserved to the Directors and the Statutory Auditors where they can review the documentation concerning Board and committee activities.
The By-laws allow Board meetings to be held via videoconferencing and teleconferencing, and these procedures are specifically governed in the rules.
Managers of the Company and of its subsidiaries normally attended Board meetings to provide information on matters on the agenda. Specific information is also provided on individual sectors in which the Company and the Group operate.
In accordance with the provisions of Art. 2391 of the Italian Civil Code and the internal regulations governing “Transactions involving interests of Directors and Statutory Auditors and transactions with related parties”, before each item on the Board meeting’s agenda is discussed, each Director is required to disclose whether he holds any personal interest or interest on behalf of third-parties in relation to the matters or issues to be discussed, clarifying their nature, terms, origin and extent.
Particular attention is given to the role of the Board's Secretary and Corporate Governance Counsel (Company Secretary), which has been entrusted with guarantee functions towards the Board of Directors and the Directors. The duties of the Secretary are set out in the charter attached to the Rules of the Board of Directors.
During 2017, the Board of Directors met 13 times, each meeting lasting an average of 3 hours and 21 minutes, and with an average participation rate of 100% of the Directors.
Managers of the Company and of its subsidiaries normally attended Board meetings to provide information on matters on the agenda.
In 2017, in view of the frequency of Board meetings, the independent Directors had numerous occasions to meet, formally and informally, to exchange views and hold discussions.