Governance

Integrity and transparency are the principles that have inspired Eni in designing its corporate governance system1, a key pillar of the Company’s business model. The governance system, flanking our business strategy, is intended to support the relationship of trust between Eni and its stakeholders and to help achieve our business goals, creating sustainable value for the long-term.

Eni is committed to building a corporate governance system founded on excellence in our open dialogue with the market and all our stakeholders.

Ongoing, transparent communication with stakeholders is an essential tool for better understanding their needs. It is part of our efforts to ensure the effective exercise of shareholder rights.

With this in mind, recognising the need for a deeper dialogue with the market, in 2016 Eni organised a new cycle of corporate governance roadshows involving the Chairman of the Board of Directors with the main institutional investors of Eni to present the Company’s governance system and main initiatives in the fields of sustainability and corporate social responsibility. The initiative was much appreciated by the investors, who welcomed the open and constructive dialogue forged with the Company. In particular, the investors applauded the composition of the Board of Directors, including its diversity, the governance measures adopted and the completeness and transparency of the information provided to shareholders and the market as a whole. In addition, during the meetings the investors displayed considerable interest in developments in the governance of risks and the control system, the associated organisational arrangements and the leading role reserved for the Board and the Chairman in the system. Additional corporate governance events were held in early 2017.

(1) For more detailed information on the Eni Corporate Governance system, please see the Report on corporate governance and ownership structure, which is published on the Company’s website in the Governance section.

The Eni Corporate Governance structure

Company's corporate governance structure (graphic)Company's corporate governance structure (graphic)

a – Member appointed from the majority list, non-executive and independent pursuant to law.
b – Member appointed from the majority list.
c – Member appointed from the majority list and independent pursuant to law and Corporate Governance Code.
d – Member appointed from the minority list and independent pursuant to law and Corporate Governance Code.
e – He is independent pursuant to law and Corporate Governance Code, being co-opted by the Board on July 29, 2015, in the place of the Director
Luigi Zingales who had resigned from the Board on July 2, 2015, and confirmed as Director by the Shareholders’ Meeting on May 12, 2016.
f – External member.
g – Senior Executive Vice President Legal Affairs.
h – Executive Vice President Integrated Compliance.
i – Senior Executive Vice President Internal Audit.
l – Executive Vice President Labour Law and Dispute.
m – On July 28, 2016, the Eni Board of Directors approved the rotation of Director Karina Litvack out of the Control and Risk Committee with another Director selected by the Board itself on September 15, 2016 in the person of Director Diva Moriani. Moriani left the Compensation Committee effective as of December 22, 2016.
* Also Senior Executive Vice President Corporate Affairs and Governance.
** The following are Alternate Auditors:
Stefania Bettoni - Member appointed from the majority list.
Mauro Lonardo - Member appointed from the minority list.