Eni's Proposals on Corporate Governance

The correct functioning of listed companies is a fundamental pillar for each country. In this perspective, Eni conducted an analysis of foreign best practices that, filtered through the Company's experience, have led to the drafting of 35 proposals on Corporate Governance.
The proposals are intended as a contribution to the ongoing debate on Corporate Governance in Italy and in Europe and they mainly refer to listed companies adopting the so called traditional Italian model of management and control, distinguishing the larger companies from the others; many proposals could be adopted in a self-regulation process, while others proposals could be introduced only through legal provisions.

The proposals firstly concern the Board of Directors and the main subjects who are part of it (Chairman and Chief Executive Officer, but also the Secretary of the Board) paying particular attention to the strategic role of the Board, which requires also the appointment of Directors with the necessary professional requirements. Diversity of Directors (intended not only as gender diversity) is considered as a fundamental requirement for the correct composition of the Board of Directors. The need to ensure the continuity of the Board of Directors, led to suggest to phase the ends of the directors' mandate (so-called staggered board), as faculty which may be left to the choice of each company.

Functions of Committees of the Board of Directors are revised in the perspective of the strategic role of the Board, emphasizing at the same time the duties of the Board of Statutory Auditors.
Beside the rationalization of the Control System, the demand for a well-articulated and effective risk management structure is underlined. A last group of proposals refers to shareholders, in order to involve them more in the corporate life and, at the same time improving their information. With reference to the Shareholders' Meeting, regulations are considered in order to streamline procedures, avoiding initiatives of mere inconvenience. Initiatives aimed at promoting transparency of voting policies by institutional investors are provided as well.

The proposals, presented to the media on July 13, 2011, are now submitted to the public debate, opened to the economic, financial, academic and institutional world, in order to reach a set of solutions to be transposed in the Corporate Governance Code of listed companies, or which public authorities could use for initiatives of legal amendment of the Italian Corporate Governance system. 

Send your comment on the proposals