Other information

Relationships with related parties

Considering the de facto control of CDP S.p.A. over Snam S.p.A., pursuant to the international accounting standard IFRS 10 – Consolidated Financial Statements, based on the current Group ownership structure the related parties of Snam are represented by Snam’s associates and joint ventures as well as by the parent company CDP S.p.A. and its subsidiaries and associates, and direct or indirect subsidiaries, associates and joint ventures of the Ministry of Economy and Finance. Members of the Board of Directors, Statutory Auditors and Snam Group and CDP managers with strategic responsibilities, and their families, are also regarded as related parties. Transactions between Snam and related parties are part of ordinary business operations and are generally settled under market conditions, i.e. the conditions that would be applied between two independent parties. The main operations with these parties involve the exchange of goods and the provision of regulated services in the gas segment. All the transactions carried out were in the interest of the companies of the Snam Group.

Pursuant to the provisions of the applicable legislation, the Company has adopted internal procedures to ensure that transactions carried out by Snam or its subsidiaries with related parties are transparent and correct in their substance and procedure.

Directors and statutory auditors declare potential interests that they have in relation to the Company and the Group every six months, and/or when changes in said interests occur; they also inform the Chief Executive Officer (or the Chairman, in the case of the Chief Executive Officer’s interests), who in turns informs the other directors and the Board of Statutory Auditors, of individual transactions that the Company intends to carry out and in which they have an interest.

No management or coordination activity of CDP S.p.A. has been formalised or exercised.

As at 30 June 2017, Snam manages and coordinates its subsidiaries, pursuant to Article 2497 et seq. of the Italian Civil Code.

The amounts involved in commercial, miscellaneous and financial relations with related parties, descriptions of the key transactions and the impact of these on the balance sheet, income statement and cash flows, are provided in Note 27 “Relationships with related parties” of the Notes to the condensed consolidated interim financial statements.

Treasury shares

At 30 June 2017 Snam held 83,959,951 treasury shares (29,905,180 at 31 December 2016) equal to 2.40% of the share capital, bought for a total of €310 million (€108 million as at 31 December 2016) and entered as a reduction of shareholders’ equity. The market value of the treasury shares at 30 June 2017 was around €324 million²⁴. The acquisition of 82,832,701 Snam shares (equal to 2.37% of the share capital), for a cost of €305 million, was carried out as part of the share buyback programme launched by Snam on 7 November 2016. With reference to the 2017-2019 Long-term share-based incentive plan approved by the Ordinary Shareholders’ Meeting on 11 April 2017, which, if the underlying conditions of the plan are satisfied, involves the free granting of a maximum number of treasury shares for each tax year of the plan, please refer to the chapter “Main events – Long-term share-based incentive plan” of this Report.