SNAM Remuneration Report 2016 - Compensation paid in 2015

Table 1 – Compensation paid to directors, statutory auditors and managers with strategic responsibilities

The table below indicates the remuneration paid individually to directors and statutory auditors, and collectively to managers with strategic responsibilities¹⁴.

Information about compensation transferred by Snam to other companies is provided; no information is provided about other compensation received by subsidiaries and/or associates, since all such compensation was transferred to the Company. All individuals who filled the above positions for all or part of the year are included.

In particular:

the “Fixed remuneration” column shows, according to the positions concerned, the fixed salaries payable in 2015, before social security contributions and taxes. Reimbursements of lump-sum expenses and attendance fees are excluded, since these are not provided for. Details of the compensation, with a separate disclosure of any indemnities or payments relating to the employment relationship, are provided in the note;
the “Compensation for participation in Committees” column shows, according to the positions concerned, the compensation owed to directors for participating in Committees established by the Board. Information about compensation for each Committee in which the director participates is provided in a separate note;
in the “Variable non-equity remuneration” column, the “Bonuses and other incentives” entry shows the incentives for the year according to the vesting of the relative rights following assessment and approval of the performance results by the competent corporate bodies, as specified in greater detail in the table “Monetary Incentive Plans for directors and managers with strategic responsibilities”;
the “Non-monetary benefits” column shows, according to the positions concerned and tax liability, the amount of fringe benefits awarded;
the columns “Non-equity variable compensation/Profit-sharing”, “Other compensation”, “Fair value of equity compensation” and “Indemnities for severance or for termination of employment” show no data since no payments of this sort were made in 2015;
the “Total” column indicates the sum of the amounts of the previous items.

¹⁴ The prerequisites specified in current regulations have not been met for disclosure on an individual basis.

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Table 1: Remuneration paid to directors, statutory auditors and managers with strategic responsibilities

(amounts in € thousand)

Non-equity variable compensation

First name and surname

Notes

Post

Term of office

Expiry of office

Fixed remuneration

Compensation for Committee membership

Bonuses and other incentives

Profit-sharing

Non-monetary benefits

Other compensation

Total

Fair Value of equity compensation

Severance indemnities for end of office or termination of employment

*	On the recommendation of the Appointments Committee and with resolution approved by the Board of Statutory Auditors, on 26 January 2015 the Board of Directors co-opted Yunpeng He as a new non-executive and non-independent member of the Board of Directors to replace the Director Roberta Melfa. The Shareholders' Meeting confirmed the director on 29 April 2015.
**	Executives who, during the course of the year and together with the Chief Executive Officer, were permanent members of the Company’s Executive Committee.
1	Lorenzo Bini Smaghi - Chairman of the Board of Directors (a) The amount includes fixed annual compensation set by the Shareholders' Meeting of 26 March 2013 (€ 40,000) and fixed annual compensation for awards approved by the Board on 26 October 2012 (€ 360,000). (b) The amount includes annual compensation (€ 7,000) for participating in the Appointments Committee as member.
2	Carlo Malacarne - Chief Executive Officer (a) The amount of € 860,000 corresponds to the actual gross annual compensation (set by the Board of Directors at its meeting of 27 February 2013) and includes compensation of € 40,000 set by the Shareholders’ Meeting of 26 March 2013 for the office of director. Added to this amount are the allowances payable in respect of travel expenses, both in Italy and abroad, in line with the relative National Collective Labour Agreement for Executives and the company's supplementary agreements, totalling € 3,650. (b) The amount includes the payment of € 559,000 relating to the annual monetary incentive awarded in 2015, € 461,890 relating to the deferred monetary incentive awarded in 2012 and the payment of € 165,785 relating to the long-term monetary incentive awarded in 2012.
3	Alberto Clô - Director (a) The amount corresponds to the fixed annual compensation determined by the Shareholders’ Meeting of 26 March 2013 (€ 40,000). (b) The amount includes fixed annual compensation (€ 10,000) for participating in the Appointments Committee as Chairman.
4	Andrea Novelli - Director (a) The amount includes the fixed annual compensation determined by the Shareholders’ Meeting of 26 March 2013 (€ 40,000). This amount of compensation is paid to his company of origin (Cassa Depositi e Prestiti S.p.A.). (b) The amount includes fixed annual compensation for participating as a member of the Remuneration Committee (€ 10,000) and for participating as a member of the Control and Risk Committee (€ 20,000). This compensation is paid to the company Cassa Depositi e Prestiti S.p.A.
5	Elisabetta Oliveri - Director (a) The amount includes the fixed annual compensation determined by the Shareholders’ Meeting of 26 March 2013 (€ 40,000). (b) The amount includes fixed annual compensation for participating as Chairman of the Remuneration Committee (€ 15,000) and for participating as a member of the Appointments Committee (€ 7,000).
6	Francesco Gori - Director (a) The amount corresponds to the fixed annual compensation determined by the Shareholders’ Meeting of 26 March 2013 (€ 40,000). (b) The amount includes the fixed annual compensation for participating as Chairman of the Control and Risk Committee (€ 30,000).
7	Pia Saraceno - Director (a) The amount corresponds to the fixed annual compensation determined by the Shareholders’ Meeting of 26 March 2013 (€ 40,000). (b) The amount includes fixed annual compensation for participating as a member of the Control and Risk Committee (€ 20,000) and for participating as a member of the Remuneration Committee (€ 10,000).
8	Yunpeng He - Director * (a) The amount includes the pro rata portion of fixed annual compensation determined by the Shareholders’ Meeting of 26 March 2013 (€ 40,000). The amount of the compensation (from 26.01.2015 until 31.12.2015 - amount equal to € 37,260.27) is paid to the company State Grid International Development Limited.
9	Sabrina Bruno - Director (a) The amount corresponds to the fixed annual compensation determined by the Shareholders’ Meeting of 26 March 2013 (€ 40,000). (b) The amount includes the fixed annual compensation for participating as a member of the Control and Risk Committee (€ 20,000).
10	Massimo Gatto - Presidente del Collegio Sindacale (a) The amount includes the fixed annual compensation determined by the Shareholders’ Meeting of 26 March 2013 (€ 60,000).
11	Leo Amato - Statutory Auditor (a) The amount corresponds to the fixed annual compensation determined by the Shareholders’ Meeting of 26 March 2013 (€ 40,000).
12	Stefania Chiaruttini - Statutory Auditor (a) The amount corresponds to the fixed annual compensation determined by the Shareholders’ Meeting of 26 March 2013 (€ 40,000).
13	Managers with strategic responsibilities (a) The amount of €1,099,000 corresponds to gross annual compensation. Added to this amount are the allowances payable in respect of travel expenses, both in Italy and abroad, in line with the relative National Collective Labour Agreement for Executives and the company's supplementary agreements, totalling € 10,560. (b) The amount includes the payment of € 488,500 relating to the annual monetary incentive awarded in 2015, € 361,000 relating to the deferred monetary incentive awarded in 2012 and the payment of € 125,000 relating to the long-term monetary incentive awarded in 2012.
*	On the recommendation of the Appointments Committee and with resolution approved by the Board of Statutory Auditors, on 26 January 2015 the Board of Directors co-opted Yunpeng He as a new non-executive and non-independent member of the Board of Directors to replace the Director Roberta Melfa. The Shareholders' Meeting confirmed the director on 29 April 2015.

01.01 - 31.12

04.16

400 (a)

7 (b)

407

Carlo Malacarne

(2)

CEO

01.01 - 31.12

04.16

864 (a

1,187 (b)

2,064

Alberto Clò

(3)

Director

01.01 - 31.12

04.16

40 (a)

10 (b)

Andrea Novelli

(4)

Director

01.01 - 31.12

04.16

40 (a)

30 (b)

Elisabetta Oliveri

(5)

Director

01.01 - 31.12

04.16

40 (a)

22 (b)

Francesco Gori

(6)

Director

01.01 -31.12

04.16

40 (a)

30 (b)

Pia Saraceno

(7)

Director

01.01 -31.12

04.16

40 (a)

30 (b)

Yunpeng He (*)

(8)

Director

26.01 - 31.12

04.16

37 (a)

Sabrina Bruno

(9)

Director

01.01 -31.12

04.16

40 (a)

20 (b)

Board of Statutory Auditors:

Massimo Gatto

(10)

Chairman

01.01-31.12

04.16

60 (a)

Leo Amato

(11)

Standing auditor

01.01-31.12

04.16

40 (a)

Stefania Chiaruttini

(12)

Standing auditor

01.01-31.12

04.16

40 (a)

Managers with strategic responsibilities**

1,099 (a)

974 (b)

2,121

(13)

Grand total

2,780

149

2,161

4,592

Table 2 - Stock options assigned to directors and managers with strategic responsibilities

The latest stock option plan was assigned in 2008, and the relevant terms for the options expired in 2014, so it is not shown on Table 2 since there are no data to provide.

Table 3 - Monetary incentive plans for directors and managers with strategic responsibilities

The table below indicates the short- and long-term variable monetary incentives provided for the Chief Executive Officer and, on an aggregate basis, for managers with strategic responsibilities.

In particular:

the column “Bonus for the year - payable/paid” shows the Annual Monetary Incentives paid in the year on the basis of the finalised report on performance carried out by the relevant company bodies compared with the targets set for 2014;
the column “Bonus for the year - deferred” shows the amount of the base incentive awarded in the year in implementation of the Deferred Monetary Incentive Plan (IMD) and the Long-Term Monetary Incentive Plan (IMLT);
the column “Deferral period” shows the length of the vesting period for deferred and long-term incentives awarded during the year;
the column “Bonuses for previous years - no longer payable” contains no data, since the conditions were not satisfied for non-payment or partial payment of the bonus in accordance with the provisions of the Plan Regulations;
the column “Bonuses for previous years - payable/paid” shows the long-term variable incentives paid during the year, which have vested on the basis of the final reporting of performance conditions defined for the vesting period;
the column “Bonuses for previous years - still deferred” shows incentives awarded in relation to the existing deferred and long-term plans that have not yet vested;
the column “Other bonuses” contains no amounts, since no other bonuses were paid.

The Total of the “Bonus for the year – payable/paid” and “Bonuses for previous years – payable/paid” columns is the same as the amount indicated in the “Bonuses and other incentives” column in Table 1.

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Table 3: Monetary incentive plans for the Directors, General Manager Operations and other managers with strategic responsibilities

(amounts in € thousand)

Yearly bonus

Bonuses for previous years

First name and surname

Plan

payable/ paid

deferred

deferral period

no longer payable

payable/ paid ⁽¹⁾

still deferred

Other bonuses

(1)	Disbursement relating to: - the deferred monetary incentive awarded in 2012 in relation to EBITDA performance in the three-year period 2012-2014. - the long-term monetary incentive awarded in 2012 in relation to the adjusted net profit result, in relative terms with respect to a peer group, achieved in the three-year period 2012-2014.
(2)	Executives who, during the course of the year and together with the Chief Executive Officer, were permanent members of the Company's Executive Committee.

Carlo Malacarne
CEO

2015 Annual Monetary Incentive Plan BoD 11 March 2015

559

2015 Deferred Monetary Incentive Plan -BoD 28 July 2015

301

three-yearly

2015 Long-Term Monetary Incentive Plan - BoD 27 October 2015

430

three-yearly

2014 Deferred Monetary Incentive Plan - BoD 29 July 2014

301

2014 Long-Term Monetary Incentive Plan - BoD 30 October 2014

430

2013 Deferred Monetary Incentive Plan - BoD 30 July 2013

392

2013 Long-Term Monetary Incentive Plan - BoD 29 October 2013

430

2012 Deferred Monetary Incentive Plan - Award: BoD 30 July 2012
Payment: BoD Meeting of 28 July 2015

462

2012 Long-Term Monetary Incentive Plan - Award: BoD 26 October 2012
Payment: BoD Meeting of 27 October 2015

166

Total

559

731

628

1,553

Other managers with strategic responsibilities ⁽²⁾

2015 Annual Monetary Incentive Plan - BoD 11 March 2015

489

2015 Deferred Monetary Incentive Plan - BoD 28 July 2015

278

three-yearly

2015 Long-Term Monetary Incentive Plan - BoD 27 October 2015

354

three-yearly

2014 Deferred Monetary Incentive Plan - BoD 29 July 2014

249

2014 Long-Term Monetary Incentive Plan - BoD 30 October 2014

306

2013 Deferred Monetary Incentive Plan - BoD 30 July 2013

280

2013 Long-Term Monetary Incentive Plan - BoD 29 October 2013

290

2012 Deferred Monetary Incentive Plan - Award: BoD 30 July 2012
Payment: BoD 28 July 2015

361

2012 Long-Term Monetary Incentive Plan - Award: BoD 26 October 2012
Payment: BoD 27 October 2015

125

Total

489

632

486

1,125

TOTAL

1,049

1,363

1,114

2,678