Remuneration

  
The remuneration of the Board Members is determined by the Shareholders' Meeting. The remuneration of Directors invested with particular powers (Chairman and CEO), or for participation in Board committees, is determined by the Board of Directors upon a proposal by the Compensation Committee, after consultation with the Board of Statutory Auditors.

The Board of Directors defines the objectives and approves the Company results, upon proposal by the Compensation Committee, for determining the variable component of the Directors' remuneration.

The general criteria for the remuneration of Managers with strategic responsibilities¹ are approved by the Board of Directors on the basis of proposals formulated by the Compensation Committee, which  examined  the indications of the CEO.
  

With reference to the remuneration structure defined for Directors and Managers with strategic responsibilities, we report the following information included in the Corporate Governance Report for 2010 .

The Shareholders' Meeting of 10th June 2008 determined the remuneration of the Directors for the entire duration of their mandate, and confirmed the relative structure and amounts defined in 2005. The remuneration is made up of an annual fixed component equivalent to 115,000 Euro and an annual variable component determined on the basis of Eni's positioning in terms of share performance, taking into account the dividend paid out, compared to that of the seven other largest international oil companies for market capitalisation. This component is paid out in the amount of 20,000 Euro or 10,000 Euro depending on whether Eni's share performance ranks respectively first or second, or third or fourth, in the reference year; in all other cases, this component is not paid out. Furthermore, the Shareholders' Meeting of 10th June 2008 confirmed the insurance policy for covering managerial risks associated with Directors and Statutory Auditors, already authorised by the Shareholders' Meeting of 25th May 2006. On 11th June 2008, the Board of Directors, in confirming the structure and amounts defined in 2006, defined an additional annual remuneration for non-executive Directors and members of Board committees. The remuneration of a Committee Chairman is equivalent to 30,000 Euro, while for the other members it is 20,000 Euro. These amounts decrease to 27,000 Euro and 18,000 Euro respectively, if the relevant persons are members of  more than a committee. 

According to the resolutions passed by the Shareholders' Meeting of 10th June 2008, which confirmed the structure and amounts defined in 2005, the remuneration structure of the Chairman – for the entire duration of the mandate – is made up of an annual fixed component equivalent to 265,000 Euro and an annual variable component determined on the basis of Eni's positioning in terms of share performance, taking into account the dividend paid out, compared to that of the seven other largest international oil companies for market capitalisation, likewise for the other Directors. This component is paid out in the amount of 80,000 Euro or 40,000 Euro depending on whether Eni's share performance ranks respectively first or second, or third or fourth, in the reference year; in all other cases, this component is not paid out. On the basis of the resolutions approved by the Board of Directors on 30th July 2008, the remuneration structure of the Chairman, with reference to his delegated powers,  also includes an annual fixed component equivalent to 500,000 Euro – defined for the entire duration of the mandate and unchanged compared to the amount defined in 2005 – and an annual variable component calculated, in its maximum value, at 78% of the fixed remuneration, linked to the achievement of specific Company targets defined for the previous financial year. Lastly, insurance-related benefits are also established in favour of the Chairman.

The remuneration structure of the CEO and General Manager, in relation to his delegated powers, was approved by the Board of Directors on 30th July 2008, and incorporates the remuneration for the role of Director determined by the Shareholders' Meeting of 10th June 2008. This remuneration comprises the following elements: i) a total annual fixed component equivalent to 1,430,000 Euro (of which 430,000 Euro for the role of CEO and 1,000,000 Euro for that of General Manager), defined for the entire duration of the mandate and unchanged compared to the amount defined in 2005; ii) an annual variable component calculated, in its maximum value, at 155% of the fixed remuneration and linked to the achievement of specific Company objectives defined for the previous financial year; iii) a long-term variable component based on two different plans that cover a three-year period and have different Company performance conditions measured, respectively, in absolute and relative terms in relation to a sector peer group. Moreover, the CEO and General Manager are awarded insurance-related benefits, in addition to the social security and health care benefits that apply to Eni's top management.

The remuneration structure of Managers with strategic responsibilities comprises the following elements: i) an annual fixed component, determined according to the role and assigned responsibilities, with reference to the levels applied to equivalent positions in large national and international companies (in the oil, industry and services sectors) and with annual adjustments according to merit (continuity of the individual performance) or promotion (progression in terms of role/responsibility); ii) an annual variable component, linked to the achievement of specific economic, financial and operating objectives; iii) a long-term variable component based on two incentive plans having similar features to those defined for the CEO.
For 2010, the remuneration structure ("pay-mix") applied to the Chairman, CEO and General Manager, and to the Chief Operating Officers of the Divisions and other Managers with strategic responsibilities, was the following: