Expert Corporate Governance Service (ECGS)
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Proxy Report - 10/05/2018

In item 3, shareholders are called to an advisory vote on the remuneration policy adopted by the Company for executive Directors and other executives with strategic responsibilities. The level of disclosure is high, as all performance conditions are disclosed, including the ex-post disclosure of the level of achievement of targets, and targets related to the performance share plan are quantified. We regret that the maximum variable remuneration exceeds out voting policy limit of 300% of the base salary (the CEO's variable remuneration is capped at 477% of his base salary, of which 146% linked to annual results and 331% to long-term results). However, it should be noted that only 54% of the incentive granted in 2014 vested in 2017 (no incentives vested in 2015 and 2016), which is a sign of challenging targets. As in our opinion, the overall remuneration policy is adequately structured to align the interests of the executives with the creation of sustainable value in the long term, we recommend approval.


Eni is engaged in the oil and gas exploration and production, gas marketing operations, management of gas infrastructures, power generation, petrochemicals, oil field services and engineering industries. Co.'s operations are divided into three segments; Exploration and Production (oil and natural gas exploration and field development and production, as well as LNG operations), Gas and Power (supply, trading and marketing of gas and electricity, managing gas infrastructures for transport, distribution, storage, re-gasification, and LNG supply and marketing), and Refining and Marketing (supply of crude oil, refining and marketing of refined products). Co. maintains operations in 73 countries.


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