Eni Confirms Claudio Descalzi as CEO and Names New Board Committees
Claudio Descalzi has officially been confirmed as Chief Executive Officer and General Manager of Eni following a decision by the company’s Board of Directors. The appointment reinforces continuity in leadership at the Italian energy group as it continues to pursue its long-term strategy focused on energy security, transition technologies, sustainability, and global growth.
The Board stated that Descalzi will continue to oversee the management and strategic direction of the company, except for powers and responsibilities specifically reserved for the Board itself under applicable corporate governance rules and Italian legislation. His reconfirmation comes at a time when Eni is expanding investments across renewable energy, natural gas, biofuels, carbon capture technologies, and international upstream operations.
The Board also confirmed the role of Chairwoman Giuseppina Di Foggia within the company’s internal control and risk management framework. In this capacity, Di Foggia will supervise the relationship between the Head of Internal Audit and the Board of Directors, working in coordination with the Chief Executive Officer, who is responsible for establishing and maintaining Eni’s internal control and risk management systems.
The decisions reflect Eni’s commitment to maintaining a governance structure aligned with Italian corporate law and the Corporate Governance Code adopted by listed companies in Italy. The company emphasized that the Board conducted detailed assessments regarding integrity, independence, professionalism, and compatibility requirements for all directors and statutory auditors.
According to the Board, all directors meet the integrity standards required by law, while no conditions of ineligibility or incompatibility were identified. In addition, several directors were formally recognized as independent under both Italian legislation and the Corporate Governance Code applied by Eni.
The directors identified as meeting the independence requirements established by law include Chairwoman Di Foggia and directors Stefano Cappiello, Carolyn Adele Dittmeier, Benedetta Fiorini, Emma Marcegaglia, Matteo Petrella, Cristina Sgubin, and Raphael Louis L. Vermeir.
The Board also reviewed independence requirements under the Corporate Governance Code, confirming the evaluation criteria previously adopted by the earlier Board and outlined in the company’s 2025 Corporate Governance and Shareholding Structure Report. Following this review, the same directors were again deemed independent under the Code’s standards.
Particular attention was given to the positions held by certain directors in organizations connected to the Italian Ministry of Economy and Finance, which indirectly exercises common control over several companies linked to Eni. The Board evaluated these relationships individually to determine whether they could compromise the directors’ independence.
The Board noted that Chairwoman Di Foggia, along with directors Fiorini and Sgubin, currently hold or previously held executive or employment roles in companies such as Terna, ITA Airways, and Telespazio, all of which are subject to varying degrees of common public-sector ownership. Director Stefano Cappiello was also reviewed due to his role as Director General within the Italian Ministry of Economy and Finance.
After conducting what it described as a “substantive assessment,” the Board concluded that these positions do not undermine the directors’ independence under the Corporate Governance Code. The company pointed to the public nature of the shareholder structure and recent legislative clarifications confirming that the Ministry does not exercise management or coordination powers over its investee companies.
The Board additionally highlighted the specific legal framework governing Terna as a publicly listed company, noting that the framework strengthens managerial independence and operational autonomy regardless of ownership structure.
Eni stated that these assessments were reviewed and considered appropriate by the Board of Statutory Auditors, reinforcing confidence in the governance process and compliance standards adopted by the company.
In addition to confirming executive leadership and independence assessments, the Board formally established several internal committees that will support governance, oversight, sustainability, remuneration, and risk management activities across the company.
The newly appointed Control and Risk Committee will be chaired by Raphael Louis L. Vermeir and will include Carolyn Adele Dittmeier, Benedetta Fiorini, and Matteo Petrella as members. Eni noted that all members are non-executive and independent directors. Furthermore, Vermeir, Dittmeier, and Petrella possess significant expertise in accounting, finance, and risk management, in line with the recommendations of the Corporate Governance Code.
The committee is expected to play a central role in supervising risk oversight processes, monitoring internal control systems, reviewing financial reporting procedures, and supporting the Board in evaluating strategic and operational risks facing the company.
The Board also appointed the Nomination and Remuneration Committee, assigning Cristina Sgubin as Chairwoman. The committee’s members include Stefano Cappiello, Emma Marcegaglia, and Matteo Petrella. According to Eni, all members are non-executive and independent directors with extensive experience in financial matters and executive compensation policies.
This committee will oversee appointments, succession planning, remuneration structures, executive incentives, and governance-related nomination procedures. It is also expected to contribute to aligning executive compensation with shareholder interests and long-term corporate objectives.
Meanwhile, the Sustainability and Scenarios Committee will be chaired by Carolyn Adele Dittmeier and composed of Benedetta Fiorini, Cristina Sgubin, and Raphael Louis L. Vermeir. The majority of members are independent directors.
The Sustainability and Scenarios Committee is expected to support Eni’s broader transition strategy by examining climate-related scenarios, sustainability initiatives, energy transition pathways, and long-term strategic opportunities. Its role will likely become increasingly important as Eni expands investments in renewable energy, low-carbon technologies, and decarbonization projects.
Finally, the Board reviewed the qualifications and independence of the Board of Statutory Auditors. Based on evaluations conducted by the Board of Statutory Auditors itself, Eni confirmed that all statutory auditors satisfy the legal requirements relating to professionalism, integrity, and independence.
The company also acknowledged that the statutory auditors meet the independence standards established by the Corporate Governance Code and qualify as “financial experts” under applicable United States regulations. This classification is particularly relevant because Eni is listed on the U.S. market, where the Board of Statutory Auditors functions as the company’s audit committee under American regulatory requirements.
Source Link: https://www.eni.com/
