Eni(US:E)2023-03-30 16:00Financial Performance and Dividends - The net profit for the period is allocated to the available reserve, amounting to €5,403,018,837.87[61] - A dividend distribution of €0.88 per share was made using available reserves, with the first three tranches paid in September 2022, November 2022, and March 2023[60] - For the financial year 2023, the proposed dividend is €0.94 per share, amounting to a total distribution of approximately €3.1 billion based on shares outstanding as of December 31, 2022[206] - The company intends to distribute between 25% and 30% of the annual Cash Flow From Operations (CFFO) through dividends and buybacks, with a potential increase to 35% in the event of CFFO upsides[176] - The company aims to use available reserves for the distribution of the first tranche of the dividend in September 2023, with approximately €189 million allocated from the reserve pursuant to Law 342/2000[207] - The total distribution amount for the 2023 Remuneration Policy is approximately €3.1 billion, which is fully covered by the company's available reserves of approximately €36 billion as of December 31, 2022[210] - The available reserves include a revaluation reserve of €7,439 million as of December 31, 2022, which will be utilized for the dividend payments[217] - The company has authorized the reduction of the revaluation reserve pursuant to Law 342/2000 by €2.3 billion to facilitate the dividend distribution[225] - The company plans to distribute a total dividend of €0.94 per share for 2023, to be paid in four tranches: €0.24 in September 2023, €0.23 in November 2023, €0.24 in March 2024, and €0.23 in May 2024[224] Share Buyback Programs - The company plans to initiate a new buyback program in 2023 amounting to €2.2 billion, with the potential to increase to a maximum of €3.5 billion based on performance[177] - The total number of shares purchased in the previous buyback program was 195,550,084, representing 5.48% of the company's capital, at a total cost of €2,399,992,593[174] - The maximum number of shares to be purchased under the new buyback program is 337,000,000 ordinary shares, equating to about 10% of the share capital after the cancellation of treasury shares[183] - A maximum of 275,000,000 treasury shares, representing approximately 8.15% of the company's share capital, will be purchased for further remuneration to shareholders[244] Treasury Shares and Cancellations - The company currently holds 30,547,750 treasury shares, which will represent approximately 0.90% of the share capital after the cancellation of previously purchased shares[175] - The company holds 226,097,834 treasury shares, which is about 6.33% of the share capital, prior to the proposed cancellation of shares[188] - A total of 195,550,084 treasury shares will be canceled, which represents 5.48% of the company's capital, without reducing the share capital[232] - The cancellation of treasury shares will not affect the economic result of the company and will merely be an accounting operation[234] - Following the cancellation, the share capital will remain at €4,005,358,876, with the number of shares decreasing from 3,571,487,977 to 3,375,937,893[235] - The cancellation process is expected to be completed by July 2024[250] - The proposed amendment to Article 5 of the By-laws will reflect the new number of shares after the cancellation[253] - The cancellation resolution does not grant shareholders the right of withdrawal[240] - The cancellation of treasury shares will not affect the company's economic performance or modify the value of shareholders' equity[247] - The Board of Directors has the authority to execute the cancellation resolution and make necessary amendments to the By-laws[254] - The Board of Directors will report on the execution of these resolutions as necessary[254] Corporate Governance and Board of Directors - The Board of Directors proposes to maintain the number of Directors at nine to ensure suitable composition for the company's size and complexity[65] - Directors are proposed to be appointed for a term of three financial years, expiring on the date of the Shareholders' Meeting for the financial statements for the year ended December 31, 2025[68] - At least two-fifths of the Director positions must be filled by the less-represented gender, rounded up, unless the Board consists of three members[74] - Shareholders representing at least 0.5% of the share capital are entitled to submit a slate for the Board of Directors[73] - The guidelines for the maximum number of positions in other companies compatible with effective performance of the director's tasks are published on the company's website[87] - The Corporate Governance Code recommends that at least half of the Board of Directors should be independent directors[82] - Candidates must meet integrity requirements and submit a curriculum vitae along with their nomination[84] - The slates for the Board of Directors must include adequate information on compliance with the guidelines expressed by the Board[89] - The Board of Directors will be elected based on a slate system, with seven-tenths of Directors drawn from the slate receiving the most votes[91] - The Shareholders' Meeting is responsible for appointing Directors based on the slates presented by eligible shareholders[92] - The outgoing Board of Directors has chosen not to submit its own slate of candidates[93] - The Chairman of the Board of Directors will be appointed from among the Directors with voting rights[97] - The Shareholders' Meeting will determine the remuneration for the Chairman and Directors, with a maximum coverage of $200,000,000 for D&O insurance[104][105] - The Board of Statutory Auditors will be appointed based on slates presented by shareholders, with a total of five standing members and two alternate members[110][111] - Candidates for Statutory Auditor must meet independence and integrity requirements as specified in the relevant laws[112] - At least two-fifths of the Statutory Auditor positions must be filled by the less-represented gender[122] - Shareholders must submit slates at least twenty-five days prior to the Shareholders' Meeting, with a threshold of 0.5% of share capital to submit a slate[120][119] - The independence requirements for candidates are in accordance with the Corporate Governance Code and must be attested by the candidates[124] Remuneration Policies - The Board of Directors has proposed a new 2023-2025 share-based Long-Term Incentive Plan to reward critical managers, conditional on performance results related to Total Shareholders Return and Organic Free Cash Flow[153][154] - The new Plan includes three annual awards, each with a Vesting Period of three years, aligning management interests with sustainable value creation for shareholders[155] - The first section of the Remuneration Report outlines the 2023-2026 Remuneration Policy for Directors and key management personnel, which is subject to a binding vote by shareholders[163][165] - The second section of the Remuneration Report details the remuneration paid in 2022 to Directors and other strategic managers, which is subject to a non-binding vote by shareholders[168][169] - The Board of Directors is delegated to verify the legal conditions for the distribution of reserves for the dividend payments[223] - The company plans to use the residual amount of approximately €189 million from the reserve for the September 2023 dividend tranche[209]