5. Induction sessions for directors and statutory auditors

Following the appointment of the Board of Directors and the Board of Statutory Auditors in March 2013, board induction sessions were held; the members of both the aforementioned bodies attended the induction session.

In accordance with the Code of Corporate Governance, these sessions were intended to give the directors and statutory auditors sufficient knowledge of the sector in which the Company operates, also in light of the corporate dynamics and changes to its corporate structure. They focused on: (i) the framework and rules of the governance system; (ii) the internal control and risk management system; (iii) the strategies of Snam and its subsidiaries; (iv) the operating and market climate; and (v) the relevant regulatory and legislative framework.

These sessions, which were held on 23 April 2013 and 11 June 2013, were prepared and conducted by the Directors and/or Heads of the relevant departments and structured as follows:

• corporate governance of Snam and the Group: this aimed to illustrate: (a) the evolution of the Snam’s corporate governance model in light of the unbundling legislation and the ownership unbundling that has taken place; (b) Snam’s current corporate governance structure; (c) the main compliance and governance procedures currently adopted by Snam;
• regulatory system: this aimed to illustrate: (a) the regulatory system in which Snam operates; (b) infrastructure regulation; (c) the tariff regulatory framework; and (d) the operating and market climate;
• introduction to the Group: this aimed to give a financial overview of the Snam Group;
• governance rules of Snam and its Controlled Companies: this aimed to illustrate: (a) the principles underlying Snam’s management and coordination activities; (b) the Code of Ethics, Model 231 and the Anti-Corruption Procedure; (c) the Health, Safety, Environment and Quality system and the Privacy Code; (d) the internal control and risk management system;
• 2013-2016 business plan: this aimed to illustrate the strategies of Snam and its Controlled Companies. This session was conducted by the Chief Executive Officer.