Transactions with Related Parties

Transactions undertaken by Snam Rete Gas S.p.A. with related parties, as defined by IAS 24, mainly involve the exchange of assets, provision of services and provision and utilisation of financial resources with Eni S.p.A. (the ultimate parent) and other subsidiaries and associates of Eni S.p.A. as well as with Enel, a state-controlled company, and its subsidiaries. All these transactions are part of its ordinary business activities, generally take place at market conditions, i.e., those conditions which would be applied between two independent parties, and are performed in the interests of Snam Rete Gas S.p.A., Italgas S.p.A, Stogit S.p.A and GNL Italia S.p.A. The amounts involved in commercial, financial and other transactions with related parties and a description of the nature of the key transactions are given in the notes to the financial statements. The board of directors approved the “Code of Conduct for transactions with related parties” in its meeting of 24 February 2003 (posted on the Snam Rete Gas S.p.A. website). This sets out the criteria to be adhered to when undertaking transactions with related parties as well as the terms and conditions to be used to communicate information about them to the Board. The board of directors reviews transactions between Snam Rete Gas S.p.A. and related parties if:

  • they are atypical and/or unusual and the amount involved exceeds €5 million;
  • they relate to acquisitions, disposals, sales or contributions of investments, companies or business units;
  • they relate to property worth more than €2.5 million;
  • the related party is one of those listed in letters d), e) and f) of paragraph 9 of IAS 24 and the amount in question exceeds €0.5 million (€0.25 million if the transaction is atypical or unusual).

The board of directors also reviews its subsidiaries’ transactions with parties related to Snam Rete Gas S.p.A. that could potentially be particularly significant and for which information is to be disclosed to the market in line with Consob requirements. The standards also identify the transactions performed by Snam Rete Gas S.p.A. and its subsidiaries with Eni S.p.A., and also its subsidiaries that are subject to quarterly reporting to the board of directors and Board of Statutory Auditors and fix the quantitative threshold depending on the nature of the transaction and of the related party as well as the information to be communicated. The directors, statutory auditors, general managers and managers holding key positions communicate the eventual execution of transactions carried out with Snam Rete Gas S.p.A. and/or its subsidiary every quarter, also via nominees or by parties attributable to them according to the provisions of IAS 24. These standards are available on the Company’s website (www.snamretegas.it). Modification of this procedure is provided for to meet the general guidelines of Consob pursuant to article 2391-bis of the Italian Civil Code as they are issued.