Eni defines its Policy on the remuneration of Directors and managers with strategic responsibilities , on the basis of a structured and transparent governance process in line with applicable regulations and statutory provisions, with a view to attracting, motivating and retaining people with a high professional and managerial profile, aligning the interests of management with the prime objective of creating sustainable value for shareholders over the medium to long term, in accordance with the guidelines defined in the Strategic Plan of the Company.
- Determines the remuneration of the Chairman and of the members of the Board of Directors at the time they are appointed and for the entire duration of their mandate
- Is called to resolve, during the meeting held to approve the Annual Report, in favour or against the Remuneration Policy for Directors and Managers with strategic responsibilities described in the first section of the Remuneration Report. The resolution is not binding.
Board of Directors
- Determines the remuneration of the Directors with delegated powers and of those who participate in Board Committees, after examining the opinion from the Board of Statutory Auditors
- Approves the Remuneration Policy for Directors and for Managers with strategic responsibilities, to be submitted, every year, to the (not binding) vote of the Shareholders’ Meeting.
- Is composed of four Non-Executive Directors, all of whom meet the definition of independence
- Carries out recommendatory and advisory functions towards the Board of Directors, consistently with the recommendations of the Corporate Governance Code for listed companies
Purpose of the Remuneration Policy
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, non-discrimination, enhancement of individuals’knowledge and skills, fairness and integrity, as described in the Code of Ethics and the Eni Policy “Our People”;
- recognising roles and responsibilities, results, and the quality of professional contribution, taking into account the operating environment and relevant market pay scales;
- 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 duties assigned.
Performance and Remuneration
In 2011-2017, as shown in Chart 1, Eni delivered a Total Shareholder Return of 14.8%, compared with 11.7% in the Peer Group(1), while the FTSE Mib index produced a TSR of 63.2% compared with an average 86.5% for the peer companies’ respective benchmark Stock market indices(2). Chart 2 shows the comparison between developments in TSR and total CEO/GM remuneration in 2012-2017.
The total remuneration of the Chief Executive Officer and General Manager for the 2017-2020 term, given at the target level in Chart 3, takes account of the lapse of the requirement for cuts in remuneration applied in the 2014-2017 term, as well as the median total remuneration benchmarks of the companies in the Peer Group, adjusted appropriately for the dimensions of Eni. More specifically, the remuneration policy for the current term envisages a greater focus compared with the previous term on the Long-Term variable component (53% vs. 46%). The pay mix is calculated considering the base salary as one hundred and the achievement of the target level for results and in the Long-Term variable component includes not only Long-Term incentives but also deferred incentives, using undiscounted values (nominal values at grant).
(1)The Peer Group consists of ExxonMobil, Chevron, BP, Royal Dutch Shell, Total, ConocoPhillips, Statoil, Apache, Marathon Oil, Anadarko.
(2) Benchmark indices: Standard Poor’s 500, Cac 40, FTSE 100, AEX, OBX..
Environmental sustainability and safety
In 2017, Eni also achieved its environmental sustainability and safety goals, further reducing injury frequency both in terms of the Injury Frequency Rate (IFR) and the incidence of more serious injuries measured using the Severity Incident Rate (SIR), as shown in Chart 4. Emissions of greenhouse gases (GHG), as shown in Chart 5, as calculated in relation to gross hydrocarbon production on operations in the upstream sector also decreased. The following graphs report developments of injury rates and greenhouse emissions in 2012-2017.
Remuneration Report 2017 (Section I) - Results of the Shareholders’ Meeting vote
The Shareholders’ Meeting of April 13th, 2017, in accordance with the provisions of the applicable legislation (art. 123-ter, paragraph six of Legislative Decree No. 58/98), issued an advisory vote on the first section of the 2017 Remuneration Report.
The overall percentage of participants voting in favour in 2017 was 96.33%, while the subset of institutional investors voting in favour came to 92.97%, in line with 2016 results. As shown in the following chart 6, the outcomes in the last five years of voting by the Shareholders’ meeting on the Eni Remuneration Policy show an average of approval rate (even among minority shareholders) of more than 90%.
These results are the outcome of ongoing dialogue maintained with leading investors and proxy advisors in order to ensure maximum visibility and transparency of the Company’s practices.