How we respond to current challenges

Eni’s distinctive approach addresses the challenges and opportunities of the Energy market.

Our strategy aims at different objectives, of security, affordability and decarbonisation, and develops levers and business models that are tailored to the differing countries and industries, and it is economically sustainable. 

Our approach is pragmatic and technologically neutral, pursuing a mix of solutions, prioritized on the basis of timing and deployment costs.

Our model preserves the competitiveness of the existing economic and industrial systems and supports current and future energy demand, while developing innovative technologies and optionality, capable of shaping the energy system of the future.

Outline of group strategy

We are embracing the challenges created by the energy transition with a distinctive and accretive strategy creating value while addressing energy security, affordability needs, and decarbonization goals.

Our satellite model

We are seizing industrial potential provided by the Energy Transition with a distinctive organisational and financial model.

Our satellite model reduces the capital absorption by new businesses preserving the free cash flow from traditional assets for the benefit of shareholder distribution.

Indeed, we can develop emerging activities autonomously, usually with third-party funding, accessing new pools of aligned capital and thereby highlighting value creation.

At the same time a satellite structure can also be applied in some upstream geographies, to access operational and financial synergies, maximise growth potential, and, of course, free up more capital for the rest of the portfolio.

Eni Corporate Governance model

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.

Appointment and composition of corporate bodies

Eni’s Board of Directors and Board of Statutory Auditors, and their respective Chairmen, are elected by the Shareholders’ Meeting. To ensure the presence of Directors and Statutory Auditors selected by non-controlling shareholders a slate voting mechanism is used. Eni’s Board of Directors and Board of Statutory Auditors, whose term runs from May 2023 until the Shareholders’ Meeting called to approve the 2025 financial statements, are made up of 9 and 5 members, respectively. Three directors and two Standing Statutory Auditors, including the Chairman of the Board of Statutory Auditors, were elected by non-controlling shareholders, thereby giving minority shareholders (i.e. shareholders other than the controlling shareholder) a larger number of representatives than that provided for under law. For the composition of the Board, the Shareholders’ Meeting of May 10, 2023, which appointed the current Board of Directors, drew on the guidance provided to investors prior to the Shareholders’ Meeting by the previous Board of Directors on the quantitative and qualitative composition considered to be optimal.

In drafting this guidance, which takes into account the results of the self-assessment, the previous Board was assisted by the Nomination Committee and supported by the same independent external consultant that assisted the Board in the self-assessment. This enabled consideration of the perspective of external stakeholders (filtered on the basis of the consultant’s experience), the relevant best practices and the indications of the leading proxy advisors and organisations of reference (in particular the Italian Corporate Governance Committee). The guidance highlighted the central role of sustainability, ESG and energy-transition expertise, also underlining the importance of ensuring that Eni’s Directors have knowledge of topics related to sustainability and climate and environment risk control, gained in managerial or business roles and in industrial contexts comparable to those in which the Company operates. The outcome is a balanced and diversified Board of Directors, as also confirmed by the results of the annual self-assessment conducted by the Board, which resulted in a positive judgement on the level of professional expertise within the Board in terms of knowledge, experience and skills and on the individual contribution made by Directors to the Board, based on their areas of expertise, motivation and sense of belonging.

Similarly, in 2023, the Board of Statutory Auditors expressed guidelines for shareholders providing indications on the composition of the body in relation to the tasks it is called upon to perform. 

The composition of the Board of Directors and of the Board of Statutory Auditors is also more diversified in gender terms, in accordance with the provisions of applicable law and the By-laws. The latter was promptly amended to be compliant with the law in February 2020 in view of the renewal of the corporate bodies. In particular, for 6 consecutive terms the management and control bodies shall be composed of at least 2/5 of the less represented gender. 

Furthermore, based on the assessments most recently carried out on February 15, 2024, the number of independent directors on the Board of Directors (7¹ of the 9 serving, of whom 8 are non-executive Directors including the Chairman) remains greater than the number provided for in the Bylaws and by Corporate Governance Code. 

Remuneration Policy

Eni’s Remuneration Policy is defined in line with the corporate governance model adopted by the Company and with the recommendations of the Corporate Governance Code, providing that remuneration of Directors, members of the Board of Statutory Auditors, General Managers and other Managers with strategic responsibilities is functional to the pursuit of the sustainable success of the Company, taking into account the need to dispose, retain and motivate people with competence and professionalism required by the position held in the Company (Principle XV of the Corporate Governance Code).

For this purpose, the remuneration of Eni’s top management is established with due consideration given to market benchmarks for similar positions in national and international companies similar, also in relation to the reference sector and company size. The Remuneration Policy of Directors and top management also contributes to the company’s strategy, through incentive plans connected to the fulfilment of preset, measurable and complementary targets that fully represent the essential priorities of the Company, in line with the Strategic Plan and the expectations of shareholders and other stakeholders, in order to promote a strong focus on results and combine the operating, economic and financial soundness with social and environmental sustainability, coherently with the long-term nature of the business and the related risk profiles.

In particular, relating to social and environmental sustainability, the Policy defined for 2024 provides the confirmation:

• in the Short-Term Plan of Incentive of Short-Term with deferral, of a target related to environmental sustainability and human capital (weight 25%), focused on safety and reduction of GHG emission intensity (Scope 1 + Scope 2), as well as, from 2021, a specific target related to the increase of renewables installed apacity (weight 12.5%);
• the 2023-2025 Long-Term Equity Incentive Plan includes a target related to environmental sustainability and energy transition (overall weight 35%), articulated on a series of goals linked to the processes of decarbonization and energy transition and to the circular economy.

The Remuneration Policy for 2024 maintains the remuneration levels defined in the previous Policy unchanged and provides for the introduction of a Widespread Share Ownership Plan (PAD) for all Eni employees, pursuing the following targets: (i) strengthening Eni's sense of belonging and participation in the objectives and growth of corporate value, promoting alignment with shareholders' interests and a culture of financial investment, also with co-investment mechanisms; (ii) income support, in relation to the erosion of the purchasing power of wages due to inflation. For the Chief Executive Officer, the General Managers, the Managers with Strategic Responsibilities and the Executives participating in the ILT Share Plan, the assignment will be purely symbolic.

The Remuneration Policy described in the first section of the Remuneration Report, available on the Company’s website www.eni.com, is prepared taking into account the orientations of shareholders and institutional investors, through the implementation annual engagement plans, is presented for a binding vote at the Shareholders’ Meeting, with the adence required by its duration and in any case at least every three years or in the event of changes to it². The results of the hareholders’ meeting are reported in the Summary of the mentioned relation.