Committees board of directors

The Remuneration Committee consists of three non-executive independent directors:

• Massimo Belcredi (Chairman)
• Cristina Sgubin
• Raphael Louis L. Vermeir

In particular, the Directors Belcredi and Vermeir have been identified by the Board as members "with adequate knowledge and experience in financial matters or remuneration policies", required by the Code of Corporate Governance (Recommendation 26).

The Committee assists the Board of Directors and, among others, it submits to the Board of Directors for its approval the “Report on remuneration policy and remuneration paid” and, in particular, the remuneration policy for members of corporate bodies, General Managers and managers with strategic responsibilities, without prejudice to provisions of Art. 2402 of Italian Civil Code, to be presented to the Shareholders’ Meeting and periodically evaluates the adequacy, overall consistency and actual implementation of the adopted policy, formulating proposals on the topic to the Board. It also formulates proposals for the remuneration of the Chairman and of the Chief Executive Officer and directors members of the Board’s internal committees and, examined the indications of the CEO, the Committee proposes the general criteria for the remuneration of managers with strategic responsibilities, annual and long-term incentive plans, including equity based plans, as well as the definition of performance targets and the achievement of the Company's performance outcomes linked to the determination of the variable remuneration of the Directors with delegated powers and the implementation of incentive plans. Furthermore, it examines and monitors the results of the engagement activities carried out in support of Eni Remuneration Policy, within the terms set forth in the engagement policy approved by the Board.

Finally, it expresses any opinions as may be required by the rules on transactions with interests of directors and statutory auditors and on transactions with related parties within the terms specified therein.

The Nomination Committee consists of three non-executive independent directors:

• Carolyn Adele Dittmeier (Chairman)
• Elisa Baroncini
• Massimo Belcredi

The committee assists the Board of Directors in formulating any criteria for the appointment and provides evaluations on the appointment of executives and members of the boards and bodies of the Company and of its subsidiaries, proposed by the Chief Executive Officer and/or the Chairman of the Board of Directors, whose appointment falls under the Board’s responsibilities and oversees the associated succession plans.  Moreover, it assists the Board of Directors in formulating any criteria for the appointment of the members of the other boards and bodies of Eni’s associated companies.

It supports the Board in the elaboration, update and implementation of the Chief Executive succession plan, by identifying, at least, the procedures to be followed in the event of an early termination of office.

Upon a proposal of the Chief Executive Officer, it examines and evaluates criteria governing the succession planning for the Company’s managers with strategic responsibilities.

It assists the Board in the identification of candidates to serve as Directors in the event one or more positions need to be filled during the course of the year, ensuring compliance with the requirements regarding the minimum number of independent Directors and the percentage reserved for the less represented gender, as well the representation of non-controlling interests.

In the event it is not possible to draw the required number of Directors from the slates presented by shareholders, in the absence of proposals submitted by the shareholders, the Committee proposes to the Board of Directors candidates for the position of Director to be submitted to the Shareholders’ Meeting of the Company.

With reference to the annual evaluation program on the performance of the Board of Directors and its Committees, in compliance with the Corporate Governance Code, the Committee assists the Chairman of the Board of Directors in the activity attributed to it, of ensuring the adequacy and transparency of the self-assessment process of the Board; it assists the Board in the preparatory work for the appointment of an external consultant and in the evaluation of the outcomes of the process. On the basis of the results of the self-assessment, it supports the Board of Directors regarding the size and composition of the Board or its Committees, as well as, the skills and managerial and professional qualifications it feels should be represented within the same Board and Committees also in light of the industrial characteristics of the Company, taking into account the diversity criteria and the Board of Directors guidelines on the maximum number of positions a Director can hold in other companies, so that the Board itself can issue its guidelines to the shareholders prior to the appointment of the new Board. Moreover, it assists the outgoing Board in the proposition of the slate of candidates for the position of Director to be submitted to the Shareholders’ Meeting if the Board decides to opt for the process envisaged in Article 17.3 (1) of the By-laws, ensuring the transparency of the process leading to the slate’s structure and proposition.

In compliance with the Corporate Governance Code, the Committee proposes to the Board of Directors guidelines regarding the maximum number of positions of Director or Statutory Auditor that a Company Director may hold and performs the preliminary activity for the associated periodic checks and evaluations for submission to the Board. Furthermore, it periodically verifies that the Directors satisfy the independence and integrity requirements and ascertains the absence of circumstances that would render them incompatible or ineligible, at least on an annual basis and upon the occurrence of circumstances relevant to independence. It provides its opinion to the Board of Directors on any activities carried out by the Directors which are in competition with the Company.

The Sustainability and Scenarios Committee consists of three non-executive directors, mostly independent:

• Federica Seganti (Chairman)
• Elisa Baroncini
• Roberto Ciciani

The Committee, established in 2014 by the Board of Directors, assists the Board with preparatory, consultative and advisory functions on scenarios and sustainability issues, meaning the processes, initiatives and activities aimed at ensuring the Company’s commitment to sustainable development along the entire value chain, with specific reference to: climate transition and technological innovation; access to energy and energy sustainability; environment and energy efficiency; local development, in particular economic diversification, health, well-being and safety of people and communities; respect for and protection of rights, especially human rights; integrity and transparency; diversity and inclusion.

As part of its functions, the Committee examines scenarios for the preparation of the Strategic Plan, the sustainability policy, and its implementation in business initiatives; monitors the Company's positioning with respect to financial markets on sustainability issues and international sustainability initiatives; and reviews and evaluates sustainability initiatives, such as non-profit strategy and its implementation, including in relation to individual projects. Upon request from the Board of Directors, the Committee gives its opinion on other sustainability-related issues.