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Analytical index of topics (CONSOB Resolution No. 18049, SECTION I)

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Consob Resolution

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A

Bodies or persons involved in the preparation and approval of the remuneration policy, specifying the respective roles, as well as the bodies or persons responsible for the correct implementation of that policy.

Governance of the remuneration process
Approval procedure for the 2016 remuneration policy

B

Any intervention by a remuneration committee or other committee competent in this regard, describing its composition (distinguishing between non-executive and independent directors), powers and working procedures.

Snams remuneration committee

C

The names of any independent experts involved in the preparation of the remuneration policy.

Market benchmarks and pay mix

D

The aims pursued with the remuneration policy, the principles that underlie it, and any changes in the remuneration policy compared with the previous financial year.

Purpose and general principles of the remuneration policy

E

Description of policies on the fixed and variable components of remuneration, with particular regard to an indication of the relative weight in the overall pay mix and distinguishing between variable short-term and medium-/long-term components.

Remuneration policy guidelines

F

The policy applied with regard to non-monetary benefits.

CEO/Benefits
COO/Benefits
MSR/Benefits

G

With reference to the variable components, a description of the performance targets used as the basis for awarding them, distinguishing between variable short-term and medium-/long-term components, and information on the link between changes in results and changes in remuneration.

CEO/short term and long term
COO/short term and long term
MSR/short term and long term

H

The criteria used for evaluating the performance targets used for the awarding of shares, options, other financial instruments or other variable components of remuneration.

CEO/short term and long term
COO/short term and long term
MSR/short term and long term

I

Information used to show that the remuneration policy is consistent with the pursuit of the company’s long-term interests and with the risk management policy, if one has been formally adopted.

General principles
CEO/long term
COO/long term
MSR/long term

J

The vesting periods of any deferred payment systems, indicating the deferral periods and the criteria used for determining those periods, and, if provided, the ex-post correction mechanisms.

General principles
CEO/long term
COO/long term
MSR/long term
Claw back mechanisms

K

Information on any provisions for the retention of financial instruments in the portfolio after their acquisition, indicating the retention periods and the criteria used for determining those periods.

 

L

The policy in relation to indemnities for termination of office or termination of the employment relationship, specifying the circumstances that give entitlement to their payment and any link between these indemnities and the company’s performance.

NED/severance payments
CEO/indemnities for termination and non-compete agreement
COO/indemnities for termination
MSR/indemnities for termination
Non-executive directors

M

Information on the presence of any insurance, pension or welfare cover other than statutory cover.

CEO/Benefits
COO/Benefits
MSR/Benefits

N (i)

Any remuneration policy applied in relation to independent directors.

Remuneration determined by the Shareholders’ Meeting

N (ii)

Any remuneration policy applied in relation to committee membership.

Compensation for participation in Board Committees

N (iii)

Any remuneration policy applied in relation to the performance of particular offices (chairman, vice-chairman, etc.).

Chairman
CEO

O

Information on the use of the remuneration policies of other companies as benchmarks, and, where such use is made, the criteria used for selecting these companies.

Market benchmarks and pay mix

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