Eni's Board of Directors has today appointed Chief Executive Officer and General Manager Claudio Descalzi, to whom it has conferred the powers of administration of the Company with the exclusion of specific attributions that the Board has reserved for itself, in addition to those that cannot be delegated by law.
The Board also confirmed the central role of the President, Joseph Zafarana, in the internal control system, recognizing him, in particular, the task of managing the hierarchical relationship of the Head of the Internal Audit function towards the Board. Furthermore, the Chairman will carry out his statutory functions of representation by managing, in particular, the company's institutional relations in Italy, jointly with the Chief Executive Officer.
On the basis of the declarations made by the Directors and the information available to the company, the Board of Directors has ascertained that all directors possess the requisites of integrity and the absence of causes of ineligibility and incompatibility, as required by current legislation, as well as the possession of the independence requirements established by law, as referred to in the Company's Articles of Association, by the Chairman Joseph Zafarana and of the Councillors Elisa Baroncini, Massimo Belcredi, Carolyn Adele Dittmeier, Federica Saganti, Cristina Sgubin e Raphael Louis L. Vermeir.
With reference to the independence requirements of the Corporate Governance Code, which Eni adheres to, the Board confirmed in a preliminary way the assessment criteria of the significance of the relationships and of the additional remuneration that may compromise independence approved by the previous Board and described in the Report on corporate governance and ownership structures 2022. Based on the recommendations of the Code and the aforementioned criteria, it deemed the Chairman Zafarana and the Directors Baroncini, Belcredi, Dittmeier, Seganti, Sgubin and Vermeir independent.
With reference to President Zafarana, despite having held the position of Commander General of the Guardia di Finanza in the last three years up until the Shareholders' Meeting that appointed him Chairman of the Board of Directors of Eni, the Board also deemed him independent pursuant to of the Corporate Governance Code considering that from a formal point of view, there is no employee employment relationship of the Commander General of the Guardia di Finanza with the Ministry of Economy and Finance, as there is, by law, only a functional dependency with the Minister ( and not with the Ministry, of which it is not an organizational unit). From a substantial point of view (which the Corporate Governance Code recommends evaluating) the Guardia di Finanza enjoys full organizational and managerial autonomy by law; moreover, President Zafarana was proposed for appointment as Commander General by a Minister of Economy and Finance other than the current one and the position is not subject to a spoil system.
As for Director Sgubin, she was also deemed independent pursuant to the Corporate Governance Code in relation to her role as General Secretary of Telespazio SpA, as this company is classified in Leonardo SpA's financial statements as a jointly controlled company and, therefore not subject to the common control of the Ministry of Economy and Finance; furthermore, although there is formally an employment relationship with the Leonardo company, the Director carries out her work on secondment at Telespazio.
The Board has also appointed the following Committees, favoring the skills and experience of the Directors and avoiding an excessive concentration of duties, as recommended by the Corporate Governance Code:
- Control and Risk Committee, with Raphael Louis L. Vermeir as Chairman and Directors Carolyn Adele Dittmeier, Federica Seganti and Cristina Sgubin as members, all non-executive and independent; the Directors Raphael Louis L. Vermeir, Carolyn Adele Dittmeier and Federica Seganti possess adequate knowledge and experience in accounting and financial matters or risk management required by the Corporate Governance Code;
- Remuneration Committee, with Massimo Belcredi as Chairman and Directors Cristina Sgubin and Raphael Louis L. Vermeir as members, all non-executive and independent; the Directors Massimo Belcredi and Raphael Louis L. Vermeir possess adequate knowledge and experience in financial matters or remuneration policies required by the Corporate Governance Code;
- Nomination Committee, with Carolyn Adele Dittmeier as Chairman and Directors Massimo Belcredi and Elisa Baroncini as members, all non-executive and independent;
- Sustainability and Scenarios Committee, with Federica Seganti as Chairman and Directors Elisa Baroncini and Roberto Ciciani as members, all non-executive and mostly independent.
The Board has also appointed Raphael Louis L. Vermeir Lead Independent Director pursuant to recommendation 13, letter c) of the Corporate Governance Code.
Lastly, the Board ascertained, on the basis of the assessments made by the Board of Statutory Auditors, that the statutory auditors met the requirements of professionalism and integrity, as well as the independence requirements established by law and took note of what was communicated by the Board of Statutory Auditors on the possession by the Statutory Auditors [1] the independence requirements established by the Corporate Governance Code, as well as the possession by all the statutory auditors of the qualification of "financial expert" pursuant to US legislation, applicable to the Board as "audit committee", due to the listing of Eni on the American market and the possession, for the body as a whole, of the requisites of competence pursuant to art. 19, paragraph 3, of Legislative Decree 39/2010.
The curricula of the elected directors and statutory auditors are available on the website www.eni.com.