Section III - Structure of the corporate governance system adopted by the company
1. Shareholders’ Meeting and shareholders’ rights
Shareholders’ Meetings are privileged corporate meetings between the Company’s management and its shareholders. In order to get shareholders actively involved in the Company, Snam has introduced various measures aimed at encouraging shareholders’ participation in decisions to be made at Shareholders’ Meetings and facilitating the exercise of their rights.
In particular, in 2010 Snam amended its Bylaws as a result of the adoption in Italy, via Legislative Decree No. 27 of 27 January 2010, of Directive 2007/36/EC concerning the exercise of certain rights of shareholders of listed companies (the “Shareholders’ Rights Directive”).
By introducing measures which the legislation leaves to companies’ choice, Snam aimed to provide its shareholders with additional tools to encourage them to take part in Shareholders’ Meetings and exercise their voting rights (e.g. appointment of the listed company’s representative). The Bylaws provide for a combined notice of meeting for both the Ordinary and Extraordinary Shareholders’ Meetings.
Ordinary Shareholders’ Meeting
The Ordinary Shareholders’ Meeting passes resolutions on matters assigned to it by law, with the majorities stipulated by law, without prejudice to the following.
Pursuant to Article 12 of the Bylaws, the Ordinary Shareholders’ Meeting also authorises resolutions concerning disposal, contribution, leasing, usufruct and any other act of disposition, including those that apply to joint ventures, or of subjection to business restrictions or strategically important business units involving gas transportation or dispatching activities, without prejudice to the directors’ responsibility for acts carried out by them, pursuant to Article 2364, paragraph 1, no. 5 of the Italian Civil Code. Resolutions in such matters are adopted by a favourable vote of shareholders representing at least three quarters of the capital present at the meeting.
Extraordinary Shareholders’ Meeting
The Extraordinary Shareholders’ Meeting passes resolutions on matters assigned to it by law, without prejudice to the following, by a favourable vote of shareholders representing at least three quarters of the capital present at the Meeting.
Article 12 of the Bylaws stipulates that the Board of Directors is responsible for passing resolutions concerning:
- mergers and demergers pursuant to Articles 2505 and 2505-bis of the Italian Civil Code;
- the opening, modification and closure of additional offices;
- the reduction in the share capital upon withdrawal of one or more shareholders;
- amendments of the Bylaws to comply with legislative provisions;
- the transfer of the registered office within Italy.
Shareholders’ Meeting regulations
As provided for by the Code of Corporate Governance, the Shareholders’ Meeting is governed by meeting regulations which require that Company Shareholders’ Meetings be held in an orderly and functional manner and guarantee the right of each attending shareholder to state his/her opinion on the items under discussion.
The Company adopted a set of Shareholders’ Meeting regulations by resolution of the Ordinary Shareholders’ Meeting of 27 July 2001 (subsequently amended on 27 April 2004 and 13 April 2011), which can be consulted on the Company’s website ().
Right to contribute to Shareholders’ Meetings
The right to speak at Shareholders’ Meetings is governed by law, the Bylaws, the Shareholders’ Meeting regulations and the provisions contained in the notice of meeting. Authorisation to attend Shareholders’ Meetings is granted pursuant to the relevant provisions of law.
Those with voting rights may be represented by written proxy within the legal limits; notice of this proxy may be given by certified email. The related documents shall be kept by the Company.
The Shareholders’ Meeting regulations govern, inter alia, the procedures that entitle each shareholder to speak on the items discussed. Specifically, at the beginning of the meeting, the Chairman of the Shareholders’ Meeting lists the agenda items and sets a maximum duration for each speech. Requests to speak on individual items on the agenda may be presented to the chairman’s office from the beginning of the Meeting until the Chairman opens the discussion on the relevant item.
To facilitate shareholder participation, the Bylaws indicate that the Company must provide shareholder associations which satisfy the pertinent regulatory requirements with space to communicate and gather proxies from employee shareholders of the Company and its Subsidiaries. The terms and procedures for gathering proxies are agreed from time to time with the legal representatives of said associations.
Shareholders may ask questions about agenda items both prior to and during the Meeting. Questions arriving before the Shareholders’ Meeting will be answered during the Meeting, at the latest. The information is provided in observance of the rules for price-sensitive information.
Shareholders’ Meetings held in 2014
The Shareholders’ Meeting met twice during the 2014 financial year, with one ordinary Meeting being held on 15 April 2014 and one extraordinary Meeting on 10 December 2014. The Ordinary Shareholders’ Meeting of 15 April 2014 resolved upon:
- approval of the 2013 financial statements;
- allocation of profits for the year and dividend distribution;
- approval of the remuneration policy pursuant to Article 123-ter of the TUF.
The Extraordinary Shareholders’ Meeting of 10 December 2014 resolved, in relation to the acquisition of the equity investment in TAG approved by Snam’s Board of Directors on 12 September 2014 and governed by the framework agreement signed by Snam with CDP GAS and its parent company CDP on 19 September 2014, to launch a paid capital increase for a maximum amount of € 505 million, inclusive of share premium, with the exclusion of option rights pursuant to Article 2441, paragraph 4 of the Italian Civil Code, reserved for CDP GAS, through the issuance of a maximum of 119 million ordinary shares with no nominal value and with regular dividend rights, to be paid up through the transfer by CDP GAS of its entire equity investment in TAG and to be performed by 31 March 2015; the transaction is conditional on the price per share determined by the Board of Directors being equal to or greater than € 3.60.
On 19 December 2014, upon completion of the transaction, the capital increase was performed with the issuance of 119 million Snam ordinary shares subscribed by CDP GAS, with an increase in Snam’s share capital of € 501,942,000, of which € 125,664,000 was allocated to share capital and € 376,278,000 represented the share premium.
The Shareholders’ Meetings were attended by the majority of the directors. At the Ordinary Shareholders’ Meeting of 15 April 2014, the Chairman of the Compensation Committee described the content of the Remuneration Report and, specifically, the remuneration policy guidelines followed by the Company.
The Board of Directors made efforts to ensure that shareholders had adequate information for the Shareholders’ Meetings of 15 April 2014 and 10 December 2014, making reports on the draft resolutions available at the Company’s registered office, at Borsa Italiana and on the Company website, in accordance with the law. These reports were also sent to those who had requested a copy and were provided at the entrance to the Shareholders’ Meeting, along with other useful documentation.