Organisation, management and control model pursuant to legislative decree no. 231/01 - administrative liability

This Legislative Decree of 8 June 2001 introduced the concept of administrative liability for companies whereby they can be held liable, and therefore penalised, for certain crimes committed or attempted in the interests of or to the advantage of the company by senior management and those subject to their direction or supervision. The company’s liability is excluded if it has adopted and properly implemented organisation, management and control models, before the crimes were committed, that are suitable to prevent such crimes and has set up a supervisory body to oversee the model’s operation and compliance with the requirements of the Decree.

In this regard, all Snam Rete Gas S.p.A group companies have conformed with law by adopting their own tailormade organisation, management and control model and setting up a supervisory body charged with monitoring the implementation and effective application of the model.

The following is a summary of the measures implemented by each company.

The board of directors of Snam Rete Gas S.p.A approved the organisation, management and control model pursuant to Legislative Decree no. 231/2001 in its meeting of 23 April 2004 and appointed a supervisory body.

The model was revised on 22 February 2008 to reflect changes in the related legislation. On
29 July 2008, the board of directors modified the composition of the supervisory body to include an independent component as its chairman.

On 12 February 2009, the model was again updated to reflect regulatory changes.

During 2009, the supervisory body made sure that the model continued to function, particularly with regard to improving corporate procedures and carrying out specific control programmes. There was also a training event for all senior managers, executives and business unit heads, dealing with all types of offence pursuant to Legislative Decree 231/2001 and with a particular focus on those introduced recently.

With reference to subsidiaries and associates, the model is implemented regularly, with particular focus on control activities and staff training.

The board of directors of Italgas S.p.A approved the organisation, management and control model pursuant to Legislative Decree no. 231/2001 in its meeting of 15 September 2004 and appointed a supervisory body.

On 13 February 2008, the model was updated to reflect regulatory changes. On
12 March 2009, it was updated structurally and to reflect regulatory changes. As a result of this change, and in accordance with new measures laid down by the model for appointing the supervisory body, the composition of said body has been altered by the addition of a new internal member.

The subsidiary Napoletanagas S.p.A approved its organisation, management and control model on 17 January 2005 and set up a supervisory body. The model was updated in 2009 to reflect a new structure and legislatory changes.

The board of directors of Stoccaggi Gas Italia S.p.A approved its organisation, management and control model on 24 February 2005 and appointed a supervisory body. The model was updated on 10 March 2009 both in terms of document structure and regulatory changes. The composition of the supervisory body was also modified in 2009, switching from a monocratic to a collegial structure. With reference to Stogit S.p.A, the model is implemented regularly, with particular focus on control activities and staff training.

GNL Italia S.p.A approved its organisation, management and control model on 22 June 2004 and appointed a supervisory body. An updated model was approved on 9 April 2009. The subsidiary regularly implements the model, with particular focus on control activities and staff training.