Board of Directors

The composition of the Board of Directors

Pursuant to the By-laws, the Board of Directors is composed of no fewer than 3 and no more than 9 members, elected by the ordinary Shareholders’ Meeting, which determines their number within these limits. The By-laws state that non-controlling shareholders can appoint three-tenths of the total number of Directors on the Board.

The Consolidated Law on Financial Intermediation establishes that at least one Director, or two if the Board is composed by more than seven members, must satisfy the independence requirements for Statutory Auditors of listed companies as set out in Art. 148, paragraph 3 of the Consolidated Law on Financial Intermediation itself, as well as any other requirements set out in codes of conduct.

Eni’s By-laws improve on the existing law by establishing at least that one Director, if there are no more than five Directors, or at least three Directors, if there are more than five, shall satisfy the independence requirements prescribed for statutory auditors of listed companies under current legislation.

Besides, the Corporate Governance Code recommends that a significant number of non-executive directors is independent, meaning that they do not enter into, nor have recently had, even indirectly, relations with the company or with subjects related to the latter, such as to condition their current autonomy of judgment.

The number and skills of independent directors are appropriate to the needs of the company and to the well-functioning of the board of directors, as well as to the establishment of board committees. In large companies other than those with concentrated ownership, independent directors account for at least half of the board. This quota, applicable from renewals following 31 December 2020, is met by Eni.

Eni By-laws, besides, establishes that all the Directors (and General Managers) possess the requirements of honorability prescribed by current rules. In particular, the Directors must satisfy the same honorability requirements for members of control bodies of listed companies, as well as any other requirements set out in special rules to which applicable.

The Board of Directors evaluates, upon appointment and periodically, integrity requirements together with the independence requirements, as well as the absence of grounds for ineligibility, incompatibility or forfeiture. The Nomination Committee is responsible for enquiries connected with the periodic verification that the Directors satisfy the independence and integrity requirements and the absence of circumstances that would render them ineligible or incompatible.

The Board of Statutory Auditors is required to verify proper application of the criteria and procedures adopted by the Board in assessing the independence of its members.

If a Director does not or no longer satisfies the independence and integrity requirements declared and established by law or if circumstances arise that render him ineligible or incompatible, the Board shall declare that the Director has forfeit the position and replace him, or shall invite him to rectify the circumstances rendering him incompatible by a deadline set by the Board itself, on penalty of forfeiture.

Requirements’ verification

On the basis of the declarations released by the Directors and of the information available to the Company, at its meeting of May 11, 2023, upon appointment and, most recently, on February 15, 2024, after preliminary assessment by the Nomination Committee, the Board of Directors ascertained that all Directors have the integrity requirements and that causes for their ineligibility and incompatibility do not exist as required by current law.

With reference to the criteria established by the Board of Directors to assess the significance of the relationships and of the additional remunerations that could undermine the position of directors’ independence, please refer to the Corporate Governance Code available at the specific section of the website eni.com, that contains the application modalities, including improvements, adopted by Eni.

On the basis of the declarations released by the Directors and of the information available to the Company, at its meeting of May 11, 2023, upon appointment and, most recently, on February 15, 2024, after preliminary assessment by the Nomination Committee, the Board of Directors ascertained that the Chairman of the Board of Directors Zafarana and Directors Baroncini, Belcredi, Dittmeier, Seganti, Sgubin and Vermeir meet the independence requirements set by law, as quoted by Eni’s By-laws, and by the Corporate Governance Code.

The Board of Statutory Auditors always verified the proper application of the criteria and procedures adopted by the Board in assessing the independence of its members.

In accordance with the recommendations of the Corporate Governance Code which Eni has adopted, the Board of Directors shall issue policy on the maximum number of administration and control offices held in other companies compatible with the effective performance of the role of Eni Director, taking into account the participation in Board Committees of the Company.

Please find below the policy defined by the Board of Directors with resolution of 11 May 2023:

a)   An executive Director should not hold the office of:

1. executive Director in any other listed company or in any financial¹, banking or insurance company or in a company with shareholders’ equity exceeding 10 billion euros and
2. non-executive Director or Statutory Auditor (or member of another controlling body) in more than one of the aforesaid companies;
3. non-executive Director of another issuer in the event that the executive Director of the same issuer is a Director of Eni.

b)   A non-executive Director, in addition to the office held in Eni, should not hold the office of:

1. executive Director in more than one of the aforesaid companies and non-executive Director or Statutory Auditor (or member of another controlling body) in more than three of the such companies, or
2. non-executive Director or Statutory Auditor (or member of another controlling body) in more than five of such companies;
3. executive Director of another issuer in the event that the non-executive Director of the same issuer is an executive Director of Eni.

The limit on multiple offices excludes offices held in Eni Group companies².
If these limits are exceeded, the Director will promptly inform the Board, which will assess the situation in light of the interests of the Company and will call upon the Director to take action in accordance with its decision.

In any case, before taking up the office of director or statutory auditor (or member of another controlling body) in another company that is not a direct or indirect subsidiary or associated company of Eni, the executive Director shall inform the Board of Directors, which will prohibit him from taking up the office where it believes such to be not compatible with the functions attributed to the executive Director and with the interests of Eni.

The rules applicable to executive Directors also apply to General Managers, with the exception of the prohibitions on cross-directorships.

The Board of Directors, following appointment, and periodically, after examination by the Nomination Committee, verifies that the Directors have complied with the limits on multiple offices in relevant companies as stated by the Board.

The main offices held by the Directors are reported on Eni website, as part of the information on the personal and professional characteristics of the Directors.

Notes

1) For the purposes of assessing the number of offices held, financial companies are those companies defined under Art. 106 of Legislative Decree No. 385/1993 (Consolidated Law on Banking) and companies that provide investment or collective portfolio management activities or services pursuant to the Consolidated Law on Financial Intermediation.

2) Offices held in Eni Group companies, excluded from the limit on multiple offices, include also non-executive offices held on Eni’s designation in affiliated or jointly controlled companies.

The Board leads the company by pursuing its sustainable success that consists of creating longterm value for the benefit of the shareholders, taking into account the interests of other stakeholders relevant for the Company. The Board, in addition to powers that may not be delegated by law and by By-laws, has exclusive powers established in the Board’s resolution of May 11, 2023.
 

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.

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 the Rules, approved lastly on 11 May 2023, that set out the procedures for calling the meetings as well as the proceedings of the Board meetings.

Particular attention is given to the role of the Board's Secretary and Board 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 Secretary Charter attached to the Rules.

During 2023, the Board of Directors met 15 times (6 meetings were held by the Board in office until May 10, 2023 and 9 meetings by the Board in office from May 10, 2023) with an average length of approximately 2 hours and 31 minutes and an average attendance of 96.3% of the Directors. During the year, the meetings were, as a rule, always held at the registered office or at other offices of the company, with the ability of connecting via audio and video conference using office equipment.