Governance

The Eni Corporate Governance structure

Eni’s Corporate Governance structure is based on the traditional Italian model, which – without prejudice to the role of the Shareholders’ Meeting – assigns the management of the Company to the Board of Directors, supervisory functions to the Board of Statutory Auditors and statutory auditing to the Audit Firm.

Eni’s Board of Directors and Board of Statutory Auditors, and their respective Chairmen, are elected by the Shareholders’ Meeting using a slate voting mechanism. Three directors and two statutory auditors, including the Chairman of the Board of Statutory Auditors, are elected by non-controlling shareholders, thereby giving minority shareholders a larger number of representatives than that provided for under law. The number of independent directors provided for in the Eni By-laws is also greater than the number required by law.

The following chart summarises the Company's corporate governance structure at December 31, 2015:

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 – Member appointed by the Board of Directors on July 29, 2015 – in replacement of Luigi Zingales, who resigned from the Board on July 2, 2015
  – independent pursuant to law and Corporate Governance Code.
f – External member.
g – Chief Legal & Regulatory Affairs.
h – Senior Executive Vice President Internal Audit.
i – Executive Vice President Labour Law and Dispute.

* Also Senior Executive Vice President Corporate Affairs and Governance.
** The following are Alternate Auditors:
Stefania Bettoni – Member appointed from the majority list and independent pursuant to law and Corporate Governance Code.
Mauro Lonardo – Member appointed from the minority list and independent pursuant to law and Corporate Governance Code.