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Appointment and requirements of the Manager in Charge
Pursuant to Art. 24 of the By-laws, in compliance with the provisions of Art. 154-bis of the Consolidated Law on Financial Intermediation, the Officer in charge of preparing Company’s financial reports (“Financial Reporting Officer” or “FRO”) is appointed by the Board of Directors, acting upon a proposal by the Chief Executive Officer, in agreement with the Chairman and subject to a favourable opinion of the Board of Statutory Auditors. The proposal is also examined by the Nomination Committee.
In accordance with the By-laws, the FRO must be selected from among candidates who have performed the following activities for at least three years:
administration, control or senior management activities in companies listed on regulated stock exchanges in Italy or other European Union Countries or other OECD Countries with a share capital of no less than € 2 million or
statutory audit activities in companies indicated in the preceding point or
professional activities or university lecturing activities in the financial or accounting sectors or
senior management positions in public or private entities with financial, accounting or control expertise.
As of August 1, 2020, Eni’s Board of Directors, upon the proposal of the CEO, in agreement with the Chairman, having received the favourable opinion of the Board of Statutory Auditors and in consultation with the Nomination Committee, appointed the Head of Accounting and Financial Statements of Eni, Francesco Esposito, as the FRO1.
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Duties, powers and resources of the Financial Reporting Officer
In accordance with the law, the FRO is responsible for the internal control system as it relates to financial reporting. For this purpose, he establishes the necessary administrative and accounting procedures for drafting the periodic accounting documentation and any other financial notification; moreover he certifies – together with the CEO – their adequacy and actual implementation during the period to which the aforementioned accounting documents refer through an appropriate report on the annual, semi-annual and consolidated financial statements.
Pursuant to the aforementioned Art. 154-bis of the Consolidated Law on Financial Intermediation, the Board of Directors monitors the adequacy of the powers and resources available to the FRO, as well as the observance of these procedures.
On March 16, 2023, after having heard the Control and Risk Committee, the Board of Directors confirmed the adequacy of the powers and resources available to the Officer in charge of preparing Company’s financial reports as well as compliance with the administrative and accounting procedures prepared by the same.
Notes
¹ - Previously, the role of Financial Reporting Officer was assigned to the Chief Financial Officer of Eni.
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