3.2 Appointments Committee

Duties

The committee provides the following consultative and advisory functions to the Board of Directors:

1. it proposes to the Board candidates for the position of director, should the office of one or more directors be vacated during the year (Article 2386, first paragraph, Italian Civil Code), ensuring compliance with the requirements for the minimum number of independent directors and for the quota reserved for the least represented gender;
2. on the proposal of the Chief Executive Officer, in agreement with the Chairman, it proposes to the Board of Directors the candidates for the corporate bodies of Controlled Companies included in the scope of consolidation and foreign strategic subsidiaries. Such proposal made by the Committee is required;
3. it develops and proposes: (i) procedures for the annual self-evaluation of the Board and its Committees, (ii) directives in relation to the limits and prohibitions regarding to the holding of multiple offices by the members of the Board of Directors of Snam and its Controlled Companies, (iii) criteria for evaluation of the requirements of professionalism and independence of the directors of Snam and its Controlled Companies, as well as, the activities carried out in competition;
4. it reports to the Board, at least every six months and, in any event, not later than the deadline for approval of the annual report and the half-yearly report, on the activities carried out.

Composition

The composition of the Appointments Committee is as follows:

Activities

In 2013 the Appointments Committee met eight times, with 95.8% of members present. The average duration of Committee meetings was 58 minutes.

In 2013 the Appointments Committee focused its activities on the following issues:

• making proposals to the Board of Directors concerning the composition of the corporate bodies of the Controlled Companies. Specifically, these proposals concerned:

- the appointment of members of the Board of Directors of GNL Italia S.p.A. and of Stogit S.p.A.;

- the addition to the Board of Italgas S.p.A. of two independent directors (pursuant to the Code of Corporate Governance), in order to comply with the provisions of the Competition Authority, as set out in Order C11695 No. 23824 of 8 August 2012;

- the appointment of the Board of Statutory Auditors of GNL Italia S.p.A., Italgas S.p.A. and Stogit S.p.A.;

- the addition to the Board of Statutory Auditors of Snam Rete Gas S.p.A. of one standing auditor and two alternate auditors;

• making proposals to the Board of Directors concerning the limits and prohibitions regarding to the holding of multiple offices by the members of the Board of Directors of Snam;
• preliminary planning with a view to carrying out the tender procedure aimed at identifying an external advisor to perform the Board Evaluations, before formulating the relevant proposal to the Board of Directors;
• planning the Board Evaluations and carrying out the tender procedure aimed at identifying the advisor; identifying the advisor to be proposed to the Board of Directors with a view to being commissioned to perform the Board Evaluations following the tender procedure.

In addition, upon the replacement of the corporate bodies, the Board of Directors, on proposal of the Appointments Committee, expressed to the Shareholders’ Meeting guidelines on suitable candidates, in accordance with the provisions of the Code of Corporate Governance and taking into account the powers reserved for the Board pursuant to Article 2381 of the Italian Civil Code.

The Regulations governing the Appointments Committee were approved most recently by the Board of Directors on 27 February 2014. The Regulations are available on the Company’s website (http://www.snam.it/en/Governance/Social_bodies/Committees/appointments-committee.html).

The Committee reported to the Board of Directors, at the Board meetings of 30 July 2013 and 27 February 2014, on the activities it carried out in the first and second halves of 2013 respectively.

The Appointments Committee is scheduled to meet at least twice a year, in accordance with the duties assigned to it pursuant to the Committee Regulations¹⁴. As at the date of approval of the Report, one meeting has taken place.

Pursuant to the Regulations governing the Appointments Committee, the Board of Directors gives the Committee the necessary resources to fulfil its duties, and the Committee may make use of external consultants, through Company structures, in accordance with the terms set forth by the Board.

Company executives may attend Committee meetings, depending on the matters being discussed.

The table Annex 1 of the Section IV lists information about the attendance of each participant in Appointments Committee meetings.