Eni S p A : Annual Report - Overview (overview eni ar24) | MarketScreener Canada
Activities
~32,500
strategy based our employees
64
Countries where we operate
Eni is an energy company, integrated along the entire value chain. It has a significant presence in the traditional activities of exploration and production of conventional oil and gas and in the marketing of gas/LNG through an extensive supply portfolio.
In the downstream oil/petrochemicals industry, a major process of transformation and reconversion is underway. Eni is engaged through innovative business models in the development of new energies and decarbonisation services: renewables from solar/wind, biofuels, biochemistry, CO2capture/sequestration and research lines on new energy paradigms (magnetic fusion, chemical recycling of plastics). Eni has a large customer base of both industrial and end-user customers. The Group's distinctive strategy is founded on competitive advantages, in-house expertise and proprietary technologies as reference points with the aim to grow, create value and transform the Company. In traditional activities, growth and returns leverage on successful exploration, with an option for early monetisation of discoveries, efficient resource development and the establishment of independent entities in synergy with qualified partners, in focused geographic areas, to pursue development opportunities and profitability.
In activities related to the energy transition, Eni's satellite model involves the establishment of entities engaged in the development of products and solutions with reduced carbon footprint, capable, thanks to the entry of dedicated capital, of growing autonomously and financially independently, releasing value for the parent company, as evidenced by the successes of Enilive and Plenitude. The effective execution of the strategy is based on financial discipline in costs and investments and a robust capital structure, with the help of solid corporate governance and risk identification and management processes, allows for continued investment in the business and competitive returns to shareholders. The
OUR VALUE CHAIN
DEVELOPMENT OF AGRI-FEEDSTOCK
PURCHASE OF BIO AND RENEWABLE RAW MATERIALS, WASTE AND RESIDUES
REMEDIATION, WATER AND WASTE INTO DEVELOPMENT
PURCHASE OF GAS FROM THIRD PARTIES
TRADITIONAL AND BIOREFINING
AND PETROCHEMICALS
OIL AND GAS PRODUCTION
TRADING & SHIPPING
EXPLORATION AND DEVELOPMENT
PRODUCTION
FROM RENEWABLE SOURCES
TRANSMISSION NETWORK
ELECTRICITY GENERATION
CARBON OFFSETS
THIRD PARTY INDUSTRY
achievement of the Net Zero goal by 2050 involves the use of available technologies capable of immediately contributing to the reduction of emissions, such as:
The scale use of these solutions together with research and development of breakthrough technologies, such as magnetic confinement fusion, can contribute to change the energy paradigm in the long term. Eni's operations use a global supply chain for the procurement of capital goods, raw materials, works and services. The main assets procured were logistics support for the well area and ancillary services, offshore installations, engineering services for the oil and gas sector, professional services and well drilling services.
ENI WORLDWIDE PRESENCE
EUROPE
Albania Austria Belgium Cyprus
Czech Republic Estonia
France Germany Greece Hungary Italy Norway Poland Portugal Romania
Slovak Republic Slovenia
Spain Sweden Switzerland
The Netherlands
The United Kingdom Turkey
AFRICA
Algeria Angola Congo
Côte d'Ivoire Egypt Ghana Kenya
Libya Mozambique
PRODUCTS
FUEL BIOFUEL
LUBRICANTS
TRADITIONAL AND BIOREFINING AND PETROCHEMICALS
OIL AND GAS
ELECTRICITY AND STEAM
CAPTURE, STORAGE AND USE OF CO²
SERVICES
SUSTAINABLE MOBILITY
E-MOBILITY
SERVICES
FOOD
ENERGY EFFICIENCY
PHOTOVOLTAIC
NETWORK SERVICES
CCUS
RETAIL MARKETS
BUSINESS MARKETS
HOST COUNTRIES
Namibia Nigeria Rwanda Tunisia
ASIA AND OCEANIA
Australia Bahrain China Hong Kong India Indonesia Iraq Kazakhstan Lebanon Malaysia Oman Pakistan Qatar Russia
Saudi Arabia Singapore South Korea Timor Leste Turkmenistan
United Arab Emirates Vietnam
AMERICA
Argentina Brazil Canada Colombia Mexico
The United States Venezuela
Exploration & Production*
Global Gas & LNG Portfolio and Power Enilive and Plenitude
Refining and Chemicals
(*) CCUS and agri-business included
Business model
The results achieved during the year and the further progress in the growth and value generation strategy once again demonstrate the solidity of Eni's business model, leveraging the asset portfolio and the satellite model, confirming the Group's distinctive competitive advantage in the transition
Eni's business model supports the company's commitment to a socially fair energy transition and is aimed at achieving solid financial returns and creating long-term value for the stakeholders through a strong presence along the energy value chain. The company's mission integrates the Sustainable Development Goals (SDGs) of the 2030 Agenda of the United Nations.
Eni is committed to contribute to ensuring energy security, leveraging on a global portfolio and on alliances with producing countries. At the same time, Eni implements a transition strategy based on a technologically neutral and pragmatic approach, aimed at maintaining the competitiveness of the production system and social sustainability.
These objectives leverage on a diversified geographical presence and a portfolio of solutions technologies that will create an increasingly decarbonized energy mix. Essential to achieve these objectives, the partnerships and alliances with stakeholders are used to ensure an active involvement in the definition of Eni's activities and in the transformation of the energetic system.
Eni's business model combines the use of technologies, largely proprietary, enhancing the value of internal skills and a strategic network of collaborations, with the development of an innovative model which provides for the creation of dedicated companies capable of autonomously finance their growth and, at the same time, to bring out the real value of each business.
Eni is present along the entire value chain - from exploration, development and extraction of resources to the marketing of energy, products and services to end customers - developing robust models of integrated business that enhance their industrial assets and customer base.
This integrated model is supported by the Corporate Governance system, based on the transparency and integrity principles, and the Integrated Risk Management process, which is functional to ensure, through the assessment and analysis of the risks and opportunities of the reference context, informed and strategic decisions and the materiality analysis that explores the most significant impacts generated by Eni on the economy, environment and people, including those on human rights.
The operation of the business model is based on the best possible use of all resources (inputs) available to the organization and their transformation into output, through the implementation of the strategy. Intangible resources are an integral part of the Eni's value creation process and include people's skills, innovation and relations with stakeholders, which is matter of disclosure in the sustainability reporting. Eni also organically combines its business plan with the principles of environmental and social sustainability, articulating its actions along five guidelines, each oriented towards specific results (outcomes):
CARBON NEUTRALITY BY 2050
Eni has embarked on a path that will lead to the decarbonization of processes and products by 2050, considering the emissions generated along the entire life cycle of energy products. This path, achieved through existing and evolving technologies, will allow Eni to break down its carbon footprint, both in terms of net emissions and net carbon intensity. In this context, Eni believes that natural gas has a role as a bridge energy source in the transition, following its accessibility, reliability, versatility and reduced carbon content compared to other fossil fuels, and in a complementary way with respect to other technological and energy solutions that will gradually become more and more relevant in facing energy demand.
ENVIRONMENTAL PROTECTION
Eni is committed to protect the environment through the search for innovative solutions aimed at reducing the impact of its operations, ensuring efficient use of natural resources, the protection of biodiversity and water resources, and the promotion of development models based on regenerative principles of the circular economy, with the aim of maximizing the recovery and valorization of waste and scraps.
VALUE OF OUR PEOPLE
Eni recognizes the value of its people as a fundamental element for the success of the company and for this reason guarantees a working environment free from any form of discrimination that favors the full development of everyone's potential, promoting the development of a culture based on dissemination of knowledge. Eni also complies with the highest international standards in terms of health and safety and adopts appropriate measures aimed at protecting people and assets.
ALLIANCES FOR DEVELOPMENT
Eni aims to contribute to the reduction of energy poverty in the countries in which it operates, integrating the development of industrial projects and initiatives aimed at host communities, transferring know-how and skills to local partners. According to the so-called "Dual Flag" approach, Eni's action is based on a deep respect for the individual, on knowledge of local instances and on the willingness to engage alongside countries to promote the sustainable development, also through partnerships with nationally and internationally recognized actors. In these countries, Eni promotes initiatives to support local communities to promote, in addition to the access to energy, economic diversification, training, community health, access to water and sanitation and land protection, in collaboration with international actors and in line with National Development Plans and the 2030 Agenda.
SUSTAINABILITY IN THE VALUE CHAIN
Eni promotes the sustainable development of its supply chain, recognizing its key role in the transformation path undertaken. Through a systemic and inclusive approach, Eni shares values, commitments and targets with its suppliers, supporting and involving them in the growth path. Jointly, Eni supports its customers by offering cutting-edge energy solutions to help them play a leading role in the energy transition and communicates with them in an honest and transparent way, providing quality products and services in line with their needs.
Eni's business model is developed along these five lines by leveraging the development and application of innovative technologies and the process digitization. In implementing this model, Eni guarantees respect for human rights in the context of its activities and promotes them with its partners and stakeholders, also pursuing operations based on the values of responsibility, integrity and transparency.
VALUE CREATION FOR ALL STAKEHOLDERS
INPUT
FINANCIAL RESOURCES
Net Invested Capital (€ bln) 74.3
Capex (€ bln) 8.8
Contribution of portfolio operations (€ bln) 3.5 (proforma)
ENERGY AND NATURAL
RESOURCES E
Oil & gas
E G R A T
exp/development licenses D
I N T
(thousand km2) 211
N
C
E
Net proved reserves (bln boe) 6.5
E
R
N
A
Fresh water withdrawals (mm3) 127
V
INDUSTRIAL ASSETS
Biorefinery capacity
(mln tons/y) 1.652
Group renewable capacity (GW) 4.11
RESEARCH PEOPLE AND SKILLS
Employees 32,492
Women in the Labour force (%) 28.3
★ Training hours (thousand) 1,027
STRATEGY AND TARGET
G
O
GLOBAL NATURAL RESOURCES
R
A
T
E
PROPRIETARY TECHNOLOGIES AND BREAKTHROUGH
A
S
R
P
O
OPERATIONAL EXCELLENCE
E
T
I
L
L
E
T
C
O
ENERGY SOURCES
OUR
*
L
E
D
O
M
AND DEVELOPMENT
★ R&D expenditure (€ mln) 178
★ Patents 10,244
RELATIONS AND COLLABORATIONS
★ Gas & power customers (million) 101
Investments for local development (€ mln) 88.8
DIVERSIFICATION
ENILIVE
CCUS
VÅR ENERGI
BIOCHEMISTRY
* SATELLITE MODEL
AZULE ENERGY
PLENITUDE
ITHACA
Through an integrated presence across the entire energy value chain
OUTCOME AND OUTPUT
CARBON NEUTRALITY
FINANCIAL PERFORMANCE
Shareholders
ENVIRONMENT
BY 2050
L U E C H A I N VA
remuneration(€ bln) 5.1
Adjusted Cash Flow (€ bln) 13.6
Proforma adj EBIT
Net Carbon Footprint Eni Scope 1+2 (mln ton CO2eq.) 23.6
Net Carbon
INDUSTRIAL TRANSFORMATION
N
A
TRANSITION
ENVIRONMENTAL
R
I
S
K
PROTECTION
(€ bln) 14.3
Leverage proforma
0.15
INDUSTRIAL PERFORMANCE
Footprint upstream
Scope 1+2 (mln ton Co2eq.)
6.8
Reuse
M
of fresh water (%) 90
A
G
E
M
MISSION
BUSINESSES
E
N
E
N
LARGE PORTFOLIO OF OPPORTUNITIES
VALUE OF OUR PEOPLE
Production of hydrocarbons (Kboe/d) 1,707
P
I
C
S
I
LNG volumes contracted (MTPA) 13.4
LOCAL COMMUNITIES
Taxes paid (€ bln) 5.8
T
I
L
People reached with local development projects over 2 million
D
L
A
I
C
N
A
N
I
COMPETITIVE ADVANTAGES
ALLIANCES FOR DEVELOPMENT
Energy production from renewable sources (TWh) 4,71
ENI PEOPLE CUSTOMERS AND CONSUMERS
EV charging points (thousand of units) 21.31
Biofuels sales
F
SUSTAINABILITY IN THE VALUE
CHAIN
TRIR (total recordable injuries/worked hours)
0.69
Women in managerial
(ktons) 9822
Natural gas sales (bcm) 50.9
positions +3.4% vs. 2020
★ Intangibles
1) 100% Plenitude, 2) 100% Enilive
Main events
JANUARY
Plenitude signed an agreement with EDPR to acquire 0.38 GW of photovoltaic generation capacity
in the US.
Entry into the BlueFloat Energy-sener Renewable investments partnership for the development of offshore wind farms in Spain
Established a joint venture Enilive-LG Chem for the construction and management of a biorefinery in South Korea. Approved the decision on the conversion of the Livorno refinery into a biorefinery
Completed the acquisition of the UK oil & gas operator Neptune Energy in agreement with Eni's associate Vår Energi
FEBRUARY
Enilive as title sponsor of Serie A until 2027
Completed the appraisal of the Cronos discovery in Block 6 offshore Cyprus
First LNG cargo from Congo just one year after the project approval
MARCH
Calao discovery offshore Côte d'Ivoire, the second largest in the country
Finalized the agreement for EIP to enter Plenitude's share capital through a reserved capital increase of
€0.6 bln (7.6% stake)
Renewed membership
in the MIT Energy Initiative focused on technological innovations for achieving the
Net Zero
Finalised the sale to Perenco of upstream assets in Congo
APRIL
Plenitude started construction of the Renopool photovoltaic plant in Spain with a capacity of 330 MW
Versalis finalised the acquisition of Tecnofilm SpA, a company specialized in the compounding sector
MAY
Eni and International Finance Corporation (IFC) signed a collaboration agreement for a total financing of $210 mln for agri-feedstock development
in Kenya
Eni for the fifth time was the most highly rated exploration company in Wood Mackenzie's annual survey
JUNE
Agreement with Hilcorp, one of the largest private US companies operating in Alaska, for the sale of 100% of Eni's Nikaitchuq and Oooguruk assets
Enilive Iberia completed the acquisition of Atenoil, a company with a network of service stations in Spain
Completed the
sale of 10% of the share capital of Saipem with proceeds of
€0.4 bln
Launched Great Limpopo project in Mozambique to protect forests and counteract deforestation causes in line with the UN REDD+ protocol
JULY
New discovery
in the Yopaat-1 EXP exploration well drilled in Block 9
in Mexico
Completed the new wind farm with a capacity of 39 MW in Calabria, Italy
Reached the Final Investment Decision (FID) to develop a biorefinery in Malaysia by Petronas, Enilive and Euglena
AUGUST
Started gas production from the Argo Cassiopea field in the Sicilian Canal
Finalized the divestment of onshore oil assets in Nigeria
Approved the Development Plan for the Geng North (North Ganal PSC) and Gehem (Rapak PSC) fields with the creation of the Northern Hub production hub in the Kutei Basin. Approved the Ganal PSC development; a 20-year extension of Ganal and Rapak licences awarded
SEPTEMBER
Launched with Snam the Italy's first CO2 capture and storage project, Ravenna CCS
Established a new organizational
set-up of the Company articulated on three business groups
OCTOBER
Launch of On the Road, the new identity for electric mobility services
Completed the business combination with Ithaca Energy's oil & gas assets in the UK
Signed with KKR the agreement to acquire 25% of Enilive's share capital with an investment of
€2.9 bln
Announced the chemical transformation, decarbonisation and revitalisation plan
NOVEMBER
Finalised the divestment of upstream assets in Alaska to Hilcorp
Agreement to further increase EIP's share in Plenitude of €0,2 bln (2.4%)
Launched the supercomputer HPC6, supporting Eni's decarbonisation
Launched the Nguya FLNG floating unit for Congo LNG project
Acquired 4 exploratory blocks offshore Côte d'Ivoire
DECEMBER
Agreement between Enilive and EasyJet for the supply of Saf in Italy
Started Phase 2 of the Baleine project in Côte d'Ivoire
Eni at a glance
2024 was an exceptional year of growth and value creation for Eni, underpinned by its financial framework and cost discipline. The Group is well positioned to ensure the execution of the decarbonization strategy, energy security and affordability leveraging on its asset portfolio and resilient satellite model. Outstanding results of the year reflected the success of Eni's strategy aiming at value creation and transformation trajectory in the long term by leveraging our technological expertise. Diligent financial discipline and projects' selection allows Eni to continue to grow achieving positive results, upgrading the portfolio activities, while maintaining a robust balance sheet keeping our leverage at a low level.
PROFORMA ADJUSTED EBIT (€ BLN) CASH GENERATION (€ BLN)
4.9
20.4
30 25.3
17.8
101
83 81
20.4
4
10.3
4
13.8
20 14.3 20
10 10
16.5
13.6
0
2022
Subsidiaries
2023
Main JV/Associates
2024
0
2022
Organic capex
2023
FCF Brent dated
2024
Proforma adjusted EBIT Adjusted operating cash flow
In 2024, Eni delivered another year of growth and value creation by leveraging its asset portfolio and the satellite model, achieving steady flnancial results with €14.3 bln of adjusted proforma EBIT, which includes the contribution as Eni's share of the main joint ventures and afiliates.
Adjusted operating cash flow of €13.6 bln was driven by the effective strategy execution, new projects contribution and financial discipline, and largely covered the organic capex of €8.8 bln, itself below plan guidance of
€9.0 bln.
GLOBAL NATURAL RESOURCES
EXPLORATION & PRODUCTION
Outstanding production performance: +3% hydrocarbons production growth driven by organic projects start-ups and the full integration of Neptune acquired assets.
Exploration industry-leader
1.2 bln boe of new resources, mainly in Indonesia, Côte d'Ivoire, Cyprus and Mexico, creating future development opportunities and options for early monetization
of our discoveries, consistent with Eni's dual exploration model.
Portfolio high-grading
Creation of a new geographically-focused UK satellite Ithaca Energy; finalized the Neptune business combination strengthening Eni's positions in key areas like Indonesia, Algeria and the UK.
Disposal of non-core assets in Nigeria, Congo and Alaska.
GGP AND POWER
GGP confirms the solidity of its business model, capable of generating robust economic results with €1.1 bln of proforma adjusted EBIT, 40% above original base case guidance, leveraging on
the continuous optimization of its gas/LNG portfolio and its competitive edge in global LNG player. Enhanced assets and contracts portfolio.
TRANSITION BUSINESSES
Plenitude and Enilive delivered on their EBITDA target despite a challenging environment and continued to grow.
PLENITUDE
Excellent operating results
the installed capacity from renewables increased by over 30% to 4.1 GW. Customer base were more than 10 mln of POD.
Unlocking company value
second tranche of EIP's investment into Plenitude for a total proceed of about €0.2 billion, increasing its stake up to 10%.
Robust economic performance
Proforma adjusted EBITDA was €1.1 bln, above original base case guidance, driven by a solid performance in the retail market.
13 | 15* | |
7 | 10.9 | 12.2 |
2022 | 2023 | 2024 everage (%) |
BRENT DATED ($/BL)
AVERAGE EUR/USD EXCHANGE RATE
STANDARD ENI REFINING MARGIN (SERM) ($/BL)
101.19
PSV (€/MWh)
122
1.081
1.082
82.62
8.1
8.1
80.76
1.053
5.1
42
36
2022
2023
2024 2022
2023
2024 2022
2023
2024 2022
2023
2024
SHAREHOLDERS REMUNERATION (€ BLN)
2024
3.1
2
5.1
2023
3.1
1.8
4.9
2022
3
2.4
5.4
LEVERAGE AND DEBT
20
15
10
5
0
20
Dividends
Buy-back
Net borrowings (€ bln)
*on proforma basis
L
2024 shareholders returns were €5.1 bln through dividends (€3.1 bln) and the Proforma leverage stands at historical low 15%, taking into account cash execution of a near doubled €2 bln share buy-back program, 80% completed in from the 25% KKR investment in Enilive (€2.9 bln), the second tranche at year-end enabled by portfolio actions executed faster and for better value of EIP's investment into Plenitude (about €0.2 bln) and other minor than planned. agreed transactions.
INDUSTRIAL TRANSFORMATION
ENILIVE
Solid customer base
about 1.5 mln clients per day.
Biorefining development
Bio throughputs increased by 29%.
Business developments
First biojet plant in Sicily commenced operation.
Final Investment Decision taken to build/convert
a biorefinery in Italy,
South Korea and Malaysia.
REFINING
Operating activity resilience
Total throughputs on own accounts were 24.2 mmtonnes, in a challenging market scenario, less favorable products crack spreads, weak demand, overcapacity and competitive pressures from other geographies.
Business developments
Started conversion of the Livorno traditional plant into a biorefinery.
VERSALIS
Restructure and reconversion
Launched a restructuring and transformation plan leveraging on our technological leadership to create competitive advantages in the transition and circular economy businesses. A new investment plan will be executed to develop new high-value chemical platforms focused on transition, circular economy and specialized products while restructuring efforts will address exposure to basic chemicals, with an overall net positive impact on employment.
2024 2023 2022
FINANCIAL HIGHLIGHTS | Sales from operations Operating profit (loss) Adjusted operating profit (loss)(a) Proforma adjusted operating profit (loss)(a) | (€ million) | 88,797 5,238 10,348 14,322 | 93,717 8,257 13,805 17,809 | 132,512 17,510 20,386 25,333 |
Exploration & Production Global Gas & LNG Portfolio and Power Enilive and Plenitude Reflning and Chemicals Adjusted net profit (loss)(a)(b) Net profit (loss)(b) | 13,022 | 13,538 | 21,062 | ||
1,274 | 3,599 | 2,333 | |||
1,143 | 1,253 | 1,473 | |||
(713) | 46 | 1,161 | |||
5,257 | 8,322 | 13,301 | |||
2,624 | 4,771 | 13,887 | |||
Adjusted net cash before changes in working capital at replacement cost Capital expenditure of which: exploration development of hydrocarbon reserves Dividend to Eni's shareholders pertaining to the year(c) Cash dividend to Eni's shareholders Total assets at year end Shareholders' equity including non-controlling interests at year end Net borrowings at year end before IFRS 16 Net borrowings at year end after IFRS 16 Net capital employed at year end of which: Exploration & Production Global Gas & LNG Portfolio and Power Enilive and Plenitude Reflning and Chemicals | 13,590 | 16,498 | 20,380 | ||
8,485 | 9,215 | 8,056 | |||
433 | 784 | 708 | |||
5,564 | 6,293 | 5,238 | |||
3,167 | 3,034 | 2,972 | |||
3,068 | 3,046 | 3,009 | |||
146,939 | 142,606 | 152,130 | |||
55,648 | 53,644 | 55,230 | |||
12,175 | 10,899 | 7,026 | |||
18,628 | 16,235 | 11,977 | |||
74,276 | 69,879 | 67,207 | |||
56,132 | 51,687 | 50,905 | |||
(1,322) | 1,876 | 859 | |||
10,396 | 8,688 | 8,832 | |||
7,760 | 7,868 | 7,683 | |||
Share price at year end | (€) | 13.1 | 15.4 | 13.3 | |
2024 is based on the Board's proposal. (d) Number of outstanding shares by | Weighted average number of shares outstanding | (million) | 3,167.0 | 3,303.8 | 3,483.6 |
reference price at year end. | Market capitalization(d) | (€ billion) | 40 | 50 | 48 |
2024 2023 2022
SUMMARY FINANCIAL DATA | Net profit (loss) | 0.78 1.69 1.60 3.46 4.13 8.94 | 1.40 3.95 3.03 8.32 2.47 3.78 5.34 7.96 4.58 5.01 9.90 10.55 |
Adjusted return on average capital employed (ROACE) (%) Leverage before IFRS 16 Gearing Coverage Current ratio Debt coverage Net Debt/EBITDA adjusted | 7.6 22 25 8.7 1.2 70.3 100.5 | 12.3 22.0 20 13 23 18 17.5 18.9 1.3 1.3 93.1 145.8 74.4 43.0 | |
Dividend pertaining to the year (€ per share) Total Share Return (TSR) (%) | 1.00 (9) | 0.94 0.88 23 16 |
2024 2023 2022
EMPLOYEES | Exploration & Production | (number) | 9,188 | 9,840 | 9,733 |
Global Gas & LNG Portfolio and Power | 1,151 | 1,130 | 1,317 | ||
Enilive and Plenitude | 5,899 | 5,759 | 5,303 | ||
Refining and Chemicals | 10,060 | 10,449 | 9,770 | ||
Corporate and other activities | 6,194 | 5,964 | 6,065 | ||
Group | 32,492 | 33,142 | 32,188 |
2024 2023 2022
INNOVATION | R&D expenditure | (€ million) | 178 | 166 | 164 |
First patent filing application | (number) | 39 | 28 | 23 |
2024 2023 2022
CLIMATE | Net carbon footprint upstream (Scope 1+2)(a) | (mmtonnes CO2eq.) | 6.8 23.6 181.0 395 65.2 21.2 0.6 16.0 | 9.0 26.2 173.7 398 65.6 22.7 0.6 16.6 | 10.0 30.0 164.3 419 66.3 25.0 0.6 26.4 |
Net carbon footprint Eni (Scope 1+2)(a) | |||||
Indirect GHG emissions (Scope 3) - use of sold products(b) | |||||
(a) KPIs are calculated on an equity bases. Considering the update | Net GHG Lifecycle Emissions (Scope 1+2+3)(a) | ||||
of the Global Warming Potential coefficients by the IPCC in 2024, | |||||
the 2023 and 2022 data are reported accordingly. | Net Carbon Intensity (Scope 1+2+3)(a) | (gCO eq./MJ) | |||
b) GHG Protocol Category 11- Corporate Value Chain (Scope 3) | 2 | ||||
Standard. Estimated on the basis of the upstream production | |||||
(Eni's share) in line with IPIECA methodologies. | Direct GHG emissions (Scope 1)(c) | (mmtonnes CO2eq.) | |||
(c) KPIs refer to 100% of the operated assets, consolidated | |||||
and unconsolidated, with reference to the operatorship criteria | Indirect GHG emissions (Scope 2)(c) | ||||
expressed in the standards of the Sustainability Statement. | |||||
The 2023 and 2022 data are reported accordingly. | Direct methane emissions (Scope 1)(c) | (ktonnes CH4) |
2024 2023 2022
HEALTH, SAFETY | TRIR (Total Recordable Injury Rate) | (total recordable injuries/worked hours) x 1,000,000 | 0.67 | 0.57 | 0.51 |
AND ENVIRONMENT(a) | employees | 0.69 | 0.66 | 0.41 | |
contractors | 0.66 | 0.52 | 0.56 | ||
Total volume of oil spills (> 1 barrel) | (barrels) | 2,815 | 12,719 | 5,628 | |
of which: due to sabotage | 2,140 | 5,094 | 5,253 | ||
(a) KPIs refer to 100% of the operated assets, | operational | 675 | 7,625 | 375 | |
consolidated and unconsolidated, with reference to the | |||||
operatorship criteria expressed in the standards of the | Freshwater withdrawals | (mmcm) | 127 | 109 | 101 |
Sustainability Statement. The 2023 and 2022 data are reported accordingly. | Re-injected production water | (%) | 51 | 42 | 43 |
2024 2023 2022
OPERATING DATA | EXPLORATION & PRODUCTION Hydrocarbon production | (kboe/d) | 1,707 | 1,655 | 1,610 |
Net proved reserves of hydrocarbons | (mmboe) | 6,497 | 6,614 | 6,628 | |
Reserve life index | (years) | 10.4 | 10.6 | 11.3 | |
Organic reserve replacement ratio | (%) | 124 | 69 | 47 | |
Profit per boe(a)(c) | ($/boe) | 11.3 | 14.5 | 9.8 | |
Opex per boe(b) | 9.2 | 8.6 | 8.4 | ||
Finding & Development cost per boe(b)(c) | 22.7 | 26.3 | 24.3 | ||
GLOBAL GAS & LNG PORTFOLIO AND POWER Natural gas sales of which: Italy outside Italy LNG sales Thermoelectric production Power sales in the open market | (bcm) (TWh) | 50.88 | 50.51 | 60.52 | |
24.40 | 24.40 | 30.67 | |||
26.48 | 26.11 | 29.85 | |||
9.8 | 9.6 | 9.4 | |||
20.16 | 20.66 | 21.37 | |||
26.55 | 27.30 | 30.86 | |||
ENILIVE AND PLENITUDE | |||||
Capacity of biorefineries | (mmtonnes/year) | 1.65 | 1.65 | 1.10 | |
Sold production of biofuels | (ktonnes) | 982 | 635 | 428 | |
Average biorefineries utilization rate | (%) | 74 | 71 | 58 | |
Retail market share in Italy | 21.2 | 21.4 | 21.7 | ||
Retail sales of petroleum products in Europe | (mmtonnes) | 7.70 | 7.52 | 7.50 | |
Service stations in Europe at year end | (number) | 5,254 | 5,267 | 5,243 | |
Average throughput of service stations in Europe | (kliters) | 1,638 | 1,645 | 1,587 | |
Installed capacity from renewables at period end | (GW) | 4.1 | 3.0 | 2.2 | |
Energy production from renewable sources | (TWh) | 4.7 | 4.0 | 2.6 | |
Retail and business gas sales to end customers | (bcm) | 5.51 | 6.06 | 6.84 | |
Retail and business power sales to end customers | (TWh) | 18.28 | 17.98 | 18.77 | |
Retail and business customers at period end | (mln pod) | 10.0 | 10.1 | 10.1 | |
EV charging points | (thousand) | 21.3 | 19.0 | 13.1 | |
REFINING AND CHEMICALS | |||||
Refinery throughputs on own account | (mmtonnes) | 24.21 | 27.39 | 27.12 | |
Average oil refineries utilization rate | (%) | 78 | 77 | 79 | |
Production of chemical products | (ktonnes) | 5,685 | 5,663 | 6,856 | |
(c) Three-year average. | Average chemical plant utilization rate | (%) | 50 | 51 | 59 |
Strategy
GROUP
STRATEGIC PLAN
Eni continues to deliver in an ever-changing industry backdrop, demonstrating our track record for strong execution and our ability to manage the challenges that arise and seize the future opportunities that we see for our business. Eni is focussed on where we have distinctive competitive strengths, based around technology and integrated value chains, delivering competitive growth and attractive risk adjusted returns. Our consistent strategic approach has seen us adapt existing legacy strengths like Upstream; restructure and relaunch Chemicals activities; and build material new businesses across the breadth of our operations in the form of Plenitude, Enilive and now the CCUS satellite and the Indonesia-Malaysia business combination. Such achievements demonstrate the strength of our strategy and we expect to continue our delivery at pace in 2025 and make further important progress. We have also evolved and strengthened our financial framework to support our growth and diversification strategy and to enable us to deliver highly attractive shareholder returns. Notably, by introducing aligned capital into our satellites, we are leveraging changes in capital markets, efficiently funding our growth, and most importantly, revealing material value creation. In financial terms we expect to grow CFFO/share at over 14% per year through this decade via top-line growth and materially improving returns, we will improve ROACE by around 6 percentage points over the same period. Additionally, the sustainability of Eni is significantly improved: financial leverage will be in an historically low range averaging 16%, 5 percentage points lower than previously. Importantly, we will continue to drive down operating emissions alongside providing a growing portfolio of zero and low carbon energy to our customers. While building a more valuable company, we intend to reflect our progress by continuing attractive returns to shareholders, our commitment to a growing dividend is our priority even as we focus on reducing our four-year Plan average cash neutrality to below $40/bbl. The dividend will be supplemented with a share buy-back plan for an overall payout in the range of 35-40% of CFFO, raised from 30-35% previously, reflecting the strategic, operational and financial advances we have made. Furthermore, in the event of upside in cash generation, 60% of the additional cash will be distributed to shareholders. This means that for 2025 we will propose a dividend of €1.05/ share, up 5% and a share buyback initially set at €1.5 billion with upside up to €3.5 billion.
Claudio Descalzi Chief Executive Officer
Eni's industrial Plan aims to accelerate value growth and Group diversification, maximizing the benefits of the satellite model, maintaining a robust capital structure and a distribution policy at the top of the
industry.
The main elements of the Strategic Plan are:
The implementation of our DISTINCTIVE AND CONSISTENT STRATEGY, that
addresses the huge opportunities of an energy market
in transformation;
A STRENGTHENED FINANCIAL FRAMEWORK to support the business that is resilient yet also innovative and flexible, enabling LONG TERM SUSTAINABLE VALUE CREATION;
Eni's ability to adapt existing competitive strengths to respond to such change, having created a FOCUSSED PORTFOLIO of established, new
and emerging businesses with ROBUST AND
INTEGRATED BUSINESS MODELS to
generate highly competitive growth and attractive returns;
An ATTRACTIVE INVESTMENT
PROPOSITION combining a business related to the transition, an increasingly valuable business and an attractive SHAREHOLDER DISTRIBUTIONS,
further ENHANCED this year.
cumulative investments, net of portfolio transactions, of €27 billion by 2028, ranging from €6.5 billion to €7 billion in 2025.
CFFO/share growing at 14% CAGR
to 2028 and continuing at that pace through 2030; cumulative CFFO over the plan to €60 billion which, in combination with our disciplined investment
programme will yield €33 billion of Free Cash Flow;
Implementation of the satellite model to access and raise capital for business to support the growth in both Upstream and Transition-related activities
unlocking the significant value which Eni continues to
generate in all businesses;
leverage in the range of 10-20%;
further enhancement of shareholders
remuneration. Eni intends to increase the payout target to 35-40% of the CFFO, from the previous
30-35%, announcing a dividend of €1.05 per
share, up 5%, and a buyback program worth
€1.5 billion.
GLOBAL NATURAL RESOURCES
Eni is the leading international explorer, with a unique model of organic growth, dual exploration farm-downs, leading time-to-market and full realisation of equity production margins.
Underlying production will grow by 3-4% per year to 2028 and through 2030. Reported production, after the effects of portfolio management and high-grading transactions will be between 2-3% per year;
Execution on the high-quality portfolio of projects, high-grading and disciplined investment will drive a 40% improvement in Upstream FCF per barrel to 2030;
TRANSITION BUSINESSES
INDUSTRIAL TRANSFORMATION
With Plenitude and Enilive, Eni has created two high-growth integrated businesses that support customers in decarbonizing energy consumption and also contribute to diversification and resilience at the group level. The introduction in 2024 of new forms of aligned capital into these businesses confirmed the material value that Eni is creating with them.
Eni is engaged in the transformation of Versalis, in response to a European chemical market deeply deteriorated through the phasing-out of steam cracking activities and the development of new business platforms, such as compounding and specialized polymers, biochemistry and circularity
OTHER ESG COMMITMENTS AND TARGETS(1)
Eni has defined additional strategic commitments and objectives on priority ESG issues. These objectives leverage the business model, according to the 5 levers (for more information see the business model) and integrate the evolution and growth of its activities, while supporting the generation of value for its stakeholders, through the promotion of people's well-being, the development of professional skills and the definition of business models aimed at increasing the social impact on local communities and the supply chain. The main commitments and targets of sustainability in relation to the levers of the business model.
(1) The main challenges, solutions and projects and the complete list of commitments are described in the Sustainability Statement, which is broken down according to the themes of the European Sustainability Reporting Standards (ESRS), as required by the Corporate Sustainability Reporting Directive (CSRD), ensuring coverage of the aspects relevant to the business model.
CARBON NEUTRALITY BY 2050
ENVIRONMENTAL PROTECTION
THE VALUE
OF OUR PEOPLE
ALLIANCES
FOR DEVELOPMENT
SUSTAINABILITY
IN THE VALUE CHAIN
future growth opportunities also through the new significant business combination in Indonesia-Malaysia which will generate important synergies to become one of the main operators in the LNG sector in the region;
active portfolio management with a view of playing a key role in value creation through the application of the "dual exploration model", maintaining operatorship, combined with the disposal
of traditional assets that are no longer strategic;
further development of trading activities with the aim of fully capturing the margin deriving from the combination of business integration, availability of physical flows and industrial assets along the entire value chain;
ROACE (Return on Average Capital Employed) to rise to over 15% by 2030; GGP's continued focus on maximizing the value of its asset portfolio and generating an average of €800 million per year of proforma EBIT over the plan period, with an upside in 2025 of up to over €1 billion if market conditions allow;
launch in 2025 of the new satellite company related to the CCUS business consolidating the projects in a single entity and leveraging its technical and financial expertise;
distinctive approach to Data Centers, powered by blue power as significant new business area.
Growth of PLENITUDE's installed renewable energy capacity to 15 GW by 2030, enabling it to almost double proforma EBITDA by 2028, to €1.9 billion and grow further to over €2.5 billion by 2030.
Medium-term ROACE expected at around 10%;
Confirmed ENILIVE's target of more than 5 million tonnes of biofuel production capacity by 2030 along with the optionality of SAF to account for more than 2 million tonnes;
ENILIVE's proforma EBITDA of €2.5 billion by 2028, reaching €3 billion by 2030.
Enilive has the capability to generate over 15% of ROACE;
probable external investments for Plenitude, as happened for Enilive, up to participating interest of about 30%.
through chemical and mechanical recycling. Versalis' transformation plan also includes setting up of new industrial initiatives consistent with Eni's strategy across both in biorefining, energy storage initiatives, and potentially also in data centers and artificial intelligence.
EBIT break-even by 2027;
reduction in investments of approximately €350 million compared to the previous Plan, which will lead to
the break-even of the FCF by 2028; ROACE related to new business platform
of around 10% by 2030.
Confirmed the Group pathway towards Net Zero by 2050, targeting Net Zero Carbon Footprint upstream by 2030, Net Zero Carbon Footprint Eni by 2035, Net Zero GHG Lifecycle Emissions and Net Zero Carbon Intensity by 2050
Declared the ambition to achieve water positivity by 2050 in its operated sites, through an approach that also takes into account actions at the river basin level, inspired by the principles of the Net Positive Water Impact proposed by the CEO Water Mandate
Integrated Risk Management
Eni has developed and adopted an Integrated Risk Management Model (IRM Model) supporting Eni's management awareness in taking risk-informed decisions through risk assessment and analysis with an integrated, comprehensive and prospective vision. The IRM Model is based on a system of methodologies and skills that leverages on criteria ensuring consistency of the evaluations to improve the effectiveness of the analyses, adequacy of support for the main decision-making processes (definition of the Strategic Plan) and to guarantee the disclosure to the administration and control bodies. The IRM Model is characterized by a structured approach, based on international best practices and considering the guidelines of the Internal Control and Risk Management System, that is structured on three control levels.
Governance attributes a central role to the Board of Directors (BoD) which defines, on the basis of the analyses proposed by the Chief Executive Officer (CEO) and with the support of the Control and Risk Committee (CCR), with reference to the four-year Strategic Plan, the nature and level of risk compatible with the company's strategic objectives, including in its assessments all the elements that may be relevant with a view to the sustainable success of the company.
Eni's Chief Executive Officer (CEO) implements the BoD's guidelines; the analysis is based on the scope of the work and risks specific of each business area and processes aiming at defining an Integrated Risk Management policy. The CEO also ensures the evolution of the IRM process consistently with business dynamics and the regulatory environment. At least quarterly, the IRM function presents the relevant results to the CEO, to the Control and Risk Committee, as well as, where required, to the other control and supervisory bodies. The CEO submits the results of the analysis on Eni's main risks to the Board of Directors at least quarterly.
IRM PROCESS
The IRM process ensures the detection, consolidation and analysis of all Eni's risks and supports the BoD to verify the compatibility of the risk profile with the strategic targets, also in a medium/long-term approach. The IRM supports management in the decision-making process by strengthening awareness of the risk profile and the associated mitigations.
The process, regulated by the Global Procedure "Integrated Risk Management" is continuous, dynamic and includes the following sub-processes:
The IRM process starts from the specialist contribution to the elaboration of the Strategic Plan provided on the basis of the overall risk management activity, with particular reference to the definition of the de-risking areas, the analysis of the risk profile underlying the Plan proposal and the identification of the main
actions with effective de-risking of the strategic company's top risks. The results of the activities are presented to the Administrative and Control bodies in times consistent with the Strategic Planning process.
The "Integrated Risk Assessment" sub-process includes: periodic risk assessment and monitoring cycles in order to understand the risks taken on the basis of the strategic targets of the four year strategic plan also looking at the medium/long-term, through the definition, evaluation and monitoring of the main company's risks and the related treatment measures; assessment activities on industrial assets; other analyses on specific risks. Furthermore, activities regarding the integrated analysis of existing risks in the main Countries of presence or potential interest and activities to support the sub-process "Integrated Country Risk" ICR the decision-making process for the authorization of investment projects and main transactions are performed (sub-process "Integrated Project Risk Management and M&A Risk Management").
The risks are assessed with quantitative and qualitative tools
GOVERNANCE BODIES AND ORGANISMS(a)
MANAGEMENT
INTERNAL AUDIT
1st LEVEL
Identification and management of relevant risks
of competence and related controls
2nd LEVEL
Monitoring of main risk categories and adequacy of controls
Integrated
SPECIALIST FUNCTIONS
Corporate
Compliance
Affairs and Governance
3rd LEVEL
ASSURANCE AND INDEPENDENT
ADVISORY
on the 1st and 2nd levels and internal control system
as a whole
LINE MANAGEMENT
/RISK OWNER
(BUSINESS & SUPPORT
PROCESS)
Integrated Risk Management
HSE
Process Owner
Dedicated/Risk specialist functions or functions from Compliance Models
(e.g. Security, Asset Integrity,
INTERNAL AUDIT FUNCTION
Financial Reporting Officer
Planning and Control
Cyber, Health, Data Protection Officer, Organization)
SUPPORT TO 1st LEVEL
ADVISORY TO 1st AND 2nd LEVEL
LEGEND: Direction, delegation, supervision, resources Accountability, reporting, assurance
Communication, coordination, collaboration
EXTERNAL ASSURANCE PROVIDERS
(a) Refer to the Board of Directors, the Control and Risk Committee, the Board of Statutory Auditors, the 231 Supervisory Body, the Chairman of the Board of Directors as well as the Chief Executive Officer.
considering both the likelihood of occurrence and the impacts that may results from the occurrence of the risk in a defined time horizon. The assessment usually is expressed as both an inherent and a residual level (taking into account the effectiveness of the mitigation actions) and allows to measure the impact with respect to the achievement of the objectives of the Strategic Plan and for the whole life as regards the business.
The risks are represented on the basis of the likelihood of occurrence and the impact on matrices that allow their comparison and classification by relevance. Risks with economic/financial impact can be also analyzed in an integrated perspective on the basis of quantitative models that allow to define on a statistical basis the distribution of cash flows at risk or to simulate the aggregate impact of risks in the face of hypothetical future scenarios (what if analysis or stress test).
Finally, Risk Knowledge, training and risk communication activities are carried out, aimed at increasing the dissemination of the risk culture, identifying, developing and strengthening the resources operating
in the risk management field across Eni's various businesses and developing the risk knowledge management system.
In 2024, two assessment sessions were performed: the Annual Risk Assessment performed in the first half of the year and in the second half of the year the 4Y Plan Risk Assessment, to support the elaboration process of the 4Y Strategic Plan. The assessment involved all business lines in Italy and abroad (over 40 Countries). The two assessment results were submitted to Eni's management and control bodies in July 2024 and December 2024. In addition, three monitoring processes were performed on Eni's top risks. The monitoring of such risks and the relevant treatment plans allows to analyze the risks evolution (through the update of appropriate indicators) and the progress in the implementation of specific treatment measures planned by management. The top risks monitoring results were submitted to the management and control bodies in March, July and October 2024.
Eni's top risks portfolio consists of 20 risks classified in: (i) external risks, (ii) strategic risks and, finally, (iii) operational risks (see Targets, risks and treatment measures on the following pages).
TARGETS, MAIN RISKS AND TREATMENT MEASURES
STRATEGIC RISK
SCENARIO MAIN RISK EVENTS
Commodity Price Scenario, overview of risks deriving from unfavourable commodities price fluctuation (Brent, natural gas and other commodities) compared to planning assumptions.
FALL IN DEMAND/ COMPETITIVE ENVIRONMENT
CLIMATE CHANGE
TREATMENT MEASURES
MAIN RISK EVENTS
TREATMENT MEASURES
MAIN RISK EVENTS
TREATMENT MEASURES
Eni's target:
COMPANY PROFITABILITY
CORPORATE REPUTATION
RELATIONSHIP WITH STAKEHOLDERS, LOCAL DEVELOPMENT
EXTERNAL RISK
PERMITTING
MAIN RISK EVENTS
Permitting, relating to the occurrence of possible delays or failure to issue authorizations, renewals or permits by the Public Administration with impacts on project schedule and costs as well as implications for social, environmental, image and reputation issues.
TREATMENT • Constant dialogue with institutions and participation to parliamentary hearings;
MEASURES • continuous involvement of authorities and stakeholders on project objectives and progress from the early stages;
BIOLOGICAL RISK
MAIN RISK EVENTS
Biological - risk related to the spread of pandemics and epidemics potentially impacting people, health systems and businesses.
TREATMENT • Eni Crisis Unit's constant guidance and monitoring to align, coordinate and identify response actions;
MEASURES • preparation and implementation of a plan to react to health emergencies (Medical Emergency Response Plan - MERP) to be adopted by all Eni subsidiaries and employers. The plan is also defined in order to identify a business continuity plan;
RELATIONSHIPS MAIN RISK
Relationships with local stakeholders of the energy industry.
WITH LOCAL
EVENTS
STAKEHOLDERS TREATMENT
MEASURES
Model, impact analysis and the integration of Human Rights perspective in the business processes.
Eni's target:
COMPANY PROFITABILITY
CORPORATE REPUTATION
RELATIONSHIP WITH STAKEHOLDERS, LOCAL DEVELOPMENT
OPERATIONAL RISK
ACCIDENTS
MAIN RISK EVENTS
Risks of blowout and other accidents to industrial assets, as well as in the management of people/product logistics, with potential damage to people, the environment and assets and impacts on profitability and corporate reputation.
TREATMENT • Insurance coverage;
MEASURES • careful prevention action (application of new technologies) and real time monitoring for wells;
CYBER SECURITY
MAIN RISK EVENTS
Cyber Security & industrial espionage referring to cyber attacks aimed at compromising information (ICT) and industrial (ICS) systems, as well as the subtraction of Eni's sensitive data.
TREATMENT • Centralized governance model of Cyber Security, with units dedicated to cyber intelligence and prevention,
MEASURES monitoring and management of cyber attacks;
INVESTIGATIONS MAIN RISK
Investigations and proceedings relating to climate change, environmental, health and safety issues.
AND HSE PROCEEDINGS
EVENTS
TREATMENT MEASURES
Eni's target:
COMPANY PROFITABILITY
CORPORATE REPUTATION
RELATIONSHIP WITH STAKEHOLDERS, LOCAL DEVELOPMENT
Governance
Integrity and transparency are the principles that inspire
Eni in outlining its Corporate
Governance system, a founding element of the Company's business model
The governance system, alongside the business strategy, is aimed at supporting the relationship of trust between Eni and its stakeholders and contributing to the achievement of business results, creating sustainable value. Eni is committed to creating a Corporate Governance system1 inspired by criteria of excellence in open dialogue with the market and all stakeholders. As of January 1 2021, Eni applies the recommendations of the Corporate Governance Code (Governance Code), which Eni's Board of Directors (BoD) adhered to on December 23, 2020. The Governance Code identifies "sustainable success" as the objective that must guide the action of the administrative body and which is substantiated in the creation of long-term value for the benefit of shareholders, taking into account the interests of other stakeholders relevant to the Company. Moreover, since 2006 Eni has considered the interest of stakeholders other than shareholders as one of the necessary references that the Directors must evaluate in making informed decisions.
ENI'S GOVERNANCE MODEL
Eni's Corporate Governance is based on the traditional Italian model, which - without prejudice to the tasks of the Shareholders' Meeting - assigns responsibility for management to the Board of Directors, supervisory functions to the Board of Statutory Auditors (BoSA) and those of statutory audit to the Independent Auditors. The Board has entrusted the management of the Company to the Chief Executive Officer (CEO), who was last appointed on May 11, 2023, reserving the most significant strategic, operational and organisational responsibilities, in particular in the areas of governance, sustainability, internal control and risk management. The Board of Directors has set up four internal committees, with preparatory, consultative and advisory functions: the Control and Risk Committee2, the Remuneration Committee3, the Nomination Committee and the Sustainability and Scenarios Committee, which report, through their respective Chairmen, at each meeting of the Board on the main issues examined. The Board also confirmed the attribution to the Chairman of the Board of Directors of a significant role in internal controls, in particular with reference to the Internal Audit function, of which it proposes to the Board of Directors, in agreement with the CEO, appointment, dismissal, remuneration and resources, directly managing the relationship on behalf of the Board (without prejudice to the functional dependence from the Control and Risk Committee and the CEO, responsible for establishing and maintaining the internal control and risk management system); the Chairman of the Board of Directors is also involved in the appointment processes of the other main Eni persons in charge of internal controls and risk management, such as the Officer in Charge of preparing the Company's financial reports, the members of the Supervisory Body, the Head of Integrated Risk Management and the Head of Integrated Compliance. Finally, the Board, on the proposal of the Chairman of the Board of Directors, appoints the Secretary of the Board, with the task of providing impartial and independent assistance and advice to the Chairman himself, the individual Directors and the Board4 as a whole. Because of this role, the Secretary -who reports hierarchically and functionally to the Board itself and, on its behalf, to the Chairman of the Board of Directors - must meet the requirements of professionalism, as required by the Governance Code, and the Chairman of the Board of Directors monitors his independence.
(***) As of October 1, 2024. For more details, please refer to Eni press release of September 12, 2024.
(****) Appointed by the Board of Directors, upon proposal of the Chief Executive Officer in agreement with the Chairman of the Board of Directors and after consulting the Nomination Committee. The General Manager is subject to the provisions of Italian law governing the liability of the BoD members.
APPOINTMENT AND COMPOSITION OF THE CORPORATE BODIES
THE BOARD OF DIRECTORS
COMPOSITION OF THE BOARD OF DIRECTORS
GENDER DIVERSITY
SLATE
INDEPENDENCE(a)
AGE(b)
TENURE
67%
78%
78%
56%
44%
56%
33%
33%
22%
11%
11% 11%
The Board of Directors and the Chairman of the Board of Directors are appointed by the Shareholders' Meeting. In order to allow the presence of Directors designated by minority shareholders, the appointment of Directors takes place through the slate voting system. The current Board of Directors, appointed in May 2023 until the Shareholders' Meeting called to approve the 2025 financial statement, is composed of 9 members. Three Directors were appointed by shareholders other than the controlling one, thus guaranteeing minorities a higher number of representatives than required by law. The Shareholders' Meeting of May 2023, in appointing the new Board of Directors for the three-year period 2024-2026, was able to take into account the guidelines expressed to the market before the Shareholders' Meeting by the outgoing Board of Directors on the qualitative and quantitative composition considered optimal. The guideline highlighted the centrality of skills in the field of sustainability, ESG and energy transition, also underlining the importance of ensuring that Eni's Directors have knowledge of issues relating to sustainability and the control of climate and environmental risks, developed in managerial or entrepreneurial roles and acquired in industrial contexts comparable to those in which the Company operates. The result was, therefore, a balanced and diversified Board, as also confirmed by the self-assessment exercise conducted by the Board in the first year of its mandate, which revealed a positive opinion on the professionalism within the Board in terms of knowledge, experience and skills, and on
the individual contribution that the individual Directors believe they can bring to the Board of Directors, based on their preparation, motivation and sense of belonging. The Directors' skills on ESG and sustainability, among others, have been further strengthened through a structured induction program launched at the beginning of the mandate and extensively developed in 2024.
The composition of the Board is also diversified in gender terms, in accordance with the provisions of applicable law and the By-laws, which were amended in February 2020 in view of the renewal of the corporate bodies. In particular, for 6 consecutive terms, the administrative and supervisory bodies must be composed of at least 2/5 of the less represented gender. In addition, on the basis of the assessments of the Board of Directors, carried out after the appointment and, after preliminary investigation by the Nomination Committee, periodically, most recently on February 26, 2025, the number of independent Directors present on the Board (75 out of the 9 Directors in office, of which 8 are non-executive and including the Chairman of the Board of Directors) is confirmed to be higher than the provisions of the By-laws and the Governance Code. In addition, the Board, on the occasion of the aforementioned assessments, ascertained that all the Directors meet the integrity requirements prescribed by current legislation, do not fall into any situation of incompatibility, ineligibility and forfeiture and comply with the policy on the maximum number of offices held resolved by the Board of Directors on May 11,2023.
Male 5 | Majority 6 | Independent 7 | 40-50 1 | 0-3 FY 7 |
Female 4 | Minority 3 | Non-independent 2 | 51-60 3 | 4-6 FY 1 |
61-70 5 | >9 FY 1 |
The Chief Operating Officer "Global Natural Resources" and the Chief Operating Officer "Chief Transition & Financial Officer" were appointed by the Board of Directors, upon proposal of the CEO, in agreement with the Chairman of the Board of Directors and after consulting the Nomination Committee, as General Managers, with the consequent application also of the provisions of Italian law governing the liability of directors.
A graphical representation of the organizational macrostructure of Eni SpA as of December 31, 2024, is provided below:
MACRO-ORGANIZATIONAL STRUCTURE OF ENI SPA
BOARD OF DIRECTORS
GIUSEPPE ZAFARANA
Chair of the Board of Directors
CLAUDIO DESCALZI
Chief Executive Officer
OFFICE OF THE CEO
LUCA FRANCESCHINI
Board Secretary and Counsel(a)
GIANFRANCO CARIOLA
Internal Audit Director(b)
ROBERTO ULISSI
Corporate Affairs and Governance
Director
LUCA FRANCESCHINI
Integrated Compliance Director
GRAZIA FIMIANI
Integrated Risk Management
Director
STEFANO SPERONI
Legal Affairs and Commercial Negotiations
Director
CLAUDIO GRANATA
Stakeholder Relations & Services
Director
LORENZO FIORILLO
Technology, R&D & Digital
Director
LAPO PISTELLI
Public Affairs Director
ERIKA MANDRAFFINO
External Communication Director
FRANCESCO GATTEI
Chief Transition & Financial Officer
Chief Operating Officer/ General Manager(c)
GUIDO BRUSCO
Global Natural Resources
Chief Operating Officer/ General Manager(c)
GIUSEPPE RICCI
Industrial Transformation Chief Operating Officer
EXPERIENCE AND TRAINING OF CORPORATE BODIES ON SUSTAINABILITY ISSUES
On an annual basis, the Board, supported by an external consultant, carries out its own self-assessment ("Board Review"), of which a comparison with national and international best practices and a reflection on the Board's dynamics are essential elements, also in order to propose to shareholders guidelines on the profiles for the optimal composition of the future Board. Following the Board Review, the Board shall, if necessary, share an action plan to improve the functioning of the body and its committees. With reference to the 2024 financial year, the self-assessment process was carried out through questionnaires and interviews that concerned, in particular, the composition and operations of the Board of Directors and Committees, in continuity with the previous year, also with reference to ESG/sustainability issues, in terms of prioritization, integration into decision-making processes, assessment of specific risk profiles, connection to managerial remuneration systems, carrying out adequate training activities. The self-assessment conducted in the second year of the mandate also examined the results of the previous year's self-assessment exercise and the related areas for improvement, as well as the main activities carried out in 2024. Finally, the dynamics of the Board and its overall effectiveness were examined in depth, also in relation to the average quality of the contributions and key skills expressed individually by Directors. A positive opinion on the professionalism within the Board of Directors was therefore confirmed, generally considered in line with the indications provided for in the Guidance to shareholders on the optimal composition document approved in 2023. The skills of
the Directors were also supported in 2024 by the "board induction" training program for directors and statutory auditors, and which concerned, among others, issues of general interest concerning the business model and strategies, the approach and the sustainability model in areas such as people's health, human rights, transparency and the fight against corruption (also on the occasion of participation in a session of the "Anti-corruption Compliance Program of Eni"), the main innovations regarding the corporate regulatory system, with a focus on the innovations introduced in the framework of the internal control and risk management system, which is an integral part of the corporate strategy. On the issues of innovation, digitalisation and new technologies, which constitute an important strategic lever for business transformation, the Board also had the opportunity to deepen the planning in the field of fusion energy, the developments of the project for the completion and start-up of the new HPC67 supercomputing system (High Performance Computing - HPC), as well as the topic of artificial intelligence. The program was then enriched by two off-site sessions of the Board, the first concerning the visit to an operational site abroad (Abu Dhabi), the second relating to the visit to the Company's Green Data Center, during which the results achieved as part of the project on the HPC6 supercomputing system were presented. Finally, the initiatives (dedicated workshops and periodic reports) aimed at strengthening the knowledge and awareness of Directors and Statutory Auditors on the subject of cyber-security continued, with an analysis of the main cyber risks and threats and the monitoring measures implemented.
SELF-ASSESSMENT OF THE OVERALL SKILLS, KNOWLEDGE AND EXPERIENCE OF THE BOARD OF DIRECTORS (%)
Governance & Legal 94
Energy Sector and Strategic Vision
89
ESG & Sustainability
83
Accounting, Finance, Internal Controls
and Risk Management
78
Institutional Relations and Public Sector 78
Climate Change & Energy Transition
61
Innovation, Digital & Cybersecurity
55
International Experience
33
For more information on the HPC6 computing system, please refer to the press releases of January 23 and November 19 2024.
In accordance with the provisions of the BoSA Rules of Conduct issued by the National Council of Italian Professional Accountants and in line with the recommendations of the Governance Code, the BoSA conducts an annual self-assessment process on its composition and operations. In 2024 and 2023, this process concerned, among others, the evaluation of the skills and
experience of the members also in terms of sustainability. In addition, the Board of Statutory Auditors participates in the "board induction" training programme for Directors and Statutory Auditors. The results of the self-assessment process are reported in the Board of Statutory Auditors' Report to the Shareholders' Meeting.
ROLES AND RESPONSIBILITIES ON SUSTAINABILITY ISSUES
INTEGRATION OF SUSTAINABILITY INTO THE STRATEGY
Eni's governance structure integrates sustainability, including in the form of "sustainable success", into Eni's business model. The Board of Directors has defined Eni's mission (most recently in 2019), inspired by the goals of the United Nations 2030 Agenda. In addition, the Board of Directors has the role of defining, upon proposal of the CEO, the strategic guidelines and objectives of the Company and the Group, pursuing their sustainable success and monitoring their implementation, as expressly provided for in the resolution on the reserved powers of the Board8, last adopted on May 11, 2023. Furthermore, with a view to pursuing sustainable success, the Board of Directors, in line with the Governance Code, promotes dialogue with shareholders and other stakeholders relevant to the Company. In particular, the Board, upon proposal of the Chairman of the Board of Directors, in agreement with the CEO, has adopted the policy for managing dialogue with all shareholders, also in order to ensure orderly and consistent communication. The Chairman of the Board of Directors, with the support of the Secretary of the Board, ensures that the Board of Directors is informed about the development and significant contents of the dialogue, giving an account of the assessments expressed by the various types of investors.
THE ROLE OF THE BOARD OF DIRECTORS IN STRATEGIC PLANNING AND RELATED INFORMATION FLOWS
Eni's BoD, in the exercise of the powers it has reserved for itself, approves the Strategic Plan (four-year plan and medium-long term plan), which includes industrial business targets, economic and financial results and sustainability targets, including medium-long term emission targets, testifying to how the decarbonization strategy is an integral part of Eni's business strategy. In this context, the strategy aimed at creating value along the entire plan horizon assumes primary importance, in a synergistic process that sees the active involvement of the Company as a whole and, in particular, of the BoD, as the top management body. The Strategic Plan was
examined and approved by the BoD during the meeting of March 13, 2024, following a complex process of prior sharing, already started in the previous meetings of January 25 and February 15, 2024, through the holding of three readings focused on the elements of context and scenario, as well as on the illustration of the strategic drivers by business sectors. A similar examination process was followed for the new Strategic Plan approved by the BoD on February 26, 2025.
In these assessments, the BoD is supported by a specific Board Committee, the Sustainability and Scenarios Committee, established in 2014 by the Board itself, with investigative, advisory and propositional functions on the processes, initiatives and activities aimed at overseeing the commitment, discussion and training relating to sustainable development along the entire value chain, with particular reference to the issues of: climate transition and technological innovation, access to energy and energy sustainability, environment and energy efficiency, local development, respect and protection of human rights, integrity and transparency, Diversity & Inclusion9. The BoD also plays an active role in the implementation of Eni's strategy, including through the approval of the investment projects and portfolio transactions included in the Strategic Plan, in accordance with the provisions of the resolution on the powers reserved to it, and annually monitors their progress and compliance with requirements and targets, which also include the results of the risk analysis and any assessments of the ESG impacts associated with the aforementioned transactions. The internal control and risk management system is fundamental for the sound and correct conduct of the Company, including the economic, environmental and personal impacts of the Company's activities, the general guidelines of which are defined by the BoD, in line with the Company's strategies, with the support of the Control and Risk Committee and after consulting the Chairman for the part relating to Internal Audit activities. In addition, again with the support of the Control and Risk Committee, the BoD has the power to: (i) examine the main corporate risks, identified by the CEO, taking into account the characteristics of the activities carried out by the Company
The powers reserved by the Council are punctually declined in the
deliberation adopted on May 11, 2023, available on Eni's website, in the Governance section.For further information on the functions of the Sustainability and Scenarios Committee, please refer to the relevant
Regulation, available on Eni's website in the Governance section.and its subsidiaries, and submitted by the same to the BoD at least quarterly and (ii) assess, on a half-yearly basis, the adequacy and effectiveness of the internal control and risk management system with respect to Eni's characteristics and the profile of risk assumed, in particular on the basis of the Reports prepared by the Manager responsible for preparing the Company's financial reports, the Control and Risk Committee, the Risk Management and Integrated Compliance functions; (iii) annually assess the adequacy of the organisational structure of the internal control and risk management system with respect to the characteristics of the Company and the risk profile assumed, as well as its effectiveness, except for changes that make it necessary to update every six months. The BoD also plays a central role in approving and revising the fundamental lines of the
internal regulatory system and the policies on Ethics, Compliance & Governance, also in terms of risk management and in the receipt of information flows (such as, for example, the regulatory instruments on transactions involving the interests of Directors and Statutory Auditors and transactions with related parties, anti-corruption and internal audit, as well as the guidelines of the ICRMS). In its role of strategic guidance, the BoD, as part of the resolution on the powers that it has reserved for itself, has the task of approving the Management, Supervision and Control Model of the Company's Health, Safety and Environment, Security and Public Safety risks and its substantial amendments, annually examining the HSE Report, prepared by the Head of the competent corporate function and included in the flows relating to the assessment of adequacy of the ICRMS. Another central issue
for Eni is that of human rights, whose commitment was reaffirmed in the "Respect for Human Rights at Eni" policy approved in 2023 by the BoD and which was followed during the year by suitable actions to further strengthen the management controls that configure Eni's human rights management model in line with the provisions of the United Nations Guiding Principles on Business and Human Rights (UNGP), OECD Guidelines for Multinational Enterprises and in consideration of the regulatory developments underway on the subject. In particular, during the year, a process was carried out to update Eni's so-called salient human rights issues, i.e. the human rights issues considered most significant for Eni and with respect to which the company's management model and activities on human rights must be developed as a priority, which saw the involvement of over one hundred Eni people and some authoritative external stakeholders. In this context, a Compliance Risk Assessment Specific was also carried out aimed at identifying and assessing specific Risk Activities and identifying, from a risk-based perspective, any Risk Treatment actions. The results of these processes, together with the main activities carried out by the various corporate functions in implementation of the above-mentioned management model, were examined in depth by the Sustainability and Scenarios Committee at its meeting on December 9, 2024. This meeting was extended to all members of Eni's BoD, with the aim of providing an update on the evolution of legislation in the EU on the issue of respect for human rights.
Below is a summary of the main Sustainability issues addressed by the BoD during 2024:
MAIN SUSTAINABILYTY TOPICS ADDRESSED BY THE BOARD OF DIRECTORS WITH THE SUPPORT OF THE BOARD COMMITTEES
STRATEGY AND ENERGY TRANSITION
HUMAN RIGHTS AND SOCIAL ISSUE
REPORTING
AND MONITORING
Four-year and long-term plan, including sustainability objectives and short- and long-term incentive plans to support strategic sustainability objectives.
Insights into Eni's positioning with respect to peer climate objectives and strategies, sustainable finance tools and climate assembly resolutions.
Declaration of approval of Eni's Statement regarding the management and protection of water resources.
Review of Eni's commitment to nuclear fusion (Board Induction).
Insights into the evolution of the electricity market, the development prospects of urban mobility and related strategies (Board Induction).
Approval of the Declaration pursuant to the "Modern Slavery Act".
Outcomes of the update process of the so-called salient human rights issues of Eni and the Compliance Risk Assessment Specific.
Investment plan for local development and No Profit.
Insights into the reference regulatory framework, the Policy and the human rights management model in Eni (Board Induction).
Approval of mandatory and voluntary sustainability consolidated reports.
In-depth analysis of the HSE model and results.
Approval of the fundamental guidelines of the Policy on the internal control system on financial information and mandatory sustainability information.
In-depth analysis of the evolution of European regulations in the reporting field.
