Corporate governance

Snam’s management and control system is based on a “traditional” arrangement, with the Shareholders’ Meeting, Board of Directors and Board of Statutory Auditors as the key corporate bodies. The activities and functions of each of these bodies are set out in the bylaws.

The Shareholders’ Meeting is the shareholders’ deliberative body, and appoints the Board of Directors and the Board of Statutory Auditors. As well as matters that are mandatory by law, the Shareholders’ Meeting has exclusive responsibility, under the bylaws, for resolutions relating to acts of disposal, including those that apply to joint ventures, and subjection to business restrictions or strategically important business units in terms of activities connected to gas transportation and dispatching.

The Board of Directors is the central body in Snam’s corporate governance system. It is invested with the broadest possible powers of ordinary and extraordinary management, with the sole exception of acts that are reserved for the Shareholders’ Meeting, either by law or in accordance with the bylaws. In particular, the Board plays a central role in defining policy on matters relating to sustainability, and also reviews and approves the Sustainability Report.

The Board currently in office was appointed by the Shareholders’ Meeting of 26 March 2013. It has nine members, and will remain in place for three financial years, until the date of the Shareholders’ Meeting called to approve the financial statements for the year as at 31 December 2015. Lorenzo Bini Smaghi has held the post of Chairman since 15 October 2012, while Carlo Malacarne has been Chief Executive Officer since 8 May 2006.

The majority of Board directors are independent (five out of nine), with a strong female presence (four out of nine), which exceeds the level stipulated by the gender representation rules in force.

To perform its duties more effectively, Snam’s Board of Directors has created four committees from its members. The first three are provided for in the Corporate Governance Code, and operate according to the Corporate Governance Code and the bylaws:

• The Control and Risk Committee provides support for the Board of Directors, expressing opinions on specific aspects of the identification of corporate risks, and reporting to the Board of Directors at least every six months on the adequacy of the internal control and risk management system.
• The Compensation Committee provides recommendations and advice to the Board on matters relating to the compensation of directors and managers with strategic responsibilities. The Appointments Committee provides recommendations and advice to the Board, particularly with regard to the Board’s size and composition and the annual self-assessment procedures performed by the Board and the Committees.
• The Combined Independent Management Committee is a collegial body created by Snam’s Board of Directors in response to the measures set out in the Consolidated Unbundling Act. This body, which is tasked with the joint management of regulated activities relating to natural gas transportation, dispatching, distribution, storage and regasification and comprises Snam’s Chief Executive Officer and the Chief Executive Officers of the directly controlled companies, operates according to its own regulations. Snam maintains this Committee on a voluntary basis.

The Board of Statutory Auditors oversees compliance with the law, the deed of incorporation and the principles of proper administration in the conduct of corporate activities. It also controls the suitability of the organisational, management and accounting structure adopted by the Company and how this functions in practice. The Board of Statutory Auditors also oversees the effectiveness of the internal control and risk management system.

Remuneration of management

The 2013 remuneration policy guidelines determine a pay mix in line with the managerial position held, with greater weighting for the variable component, for posts typically having a greater impact on business results, as shown in the pay-mix chart set out below, calculated by considering the enhancement of short- and long-term incentives in the event of on-target results. Snam’s corporate data sheet, which presents performance targets for the Chief Executive Officer and contributes to the formulation of the performance targets of managers with strategic responsibilities, also includes a specific target, accounting for 10% of the total, for the accident frequency rate among employees and contractors.

For managers with strategic responsibilities, the annual variable incentive plan is also based on specific sustainability targets that relate to the scope of responsibility of the role performed.

The policies implemented were assessed, in terms of positioning and pay mix, using remuneration benchmarks provided by specialist consultancy companies.

(Detailed information on compensation is provided in the “Compensation Report” document on the website www.snam.it).

PAY-MIX

Chief Executive Officer

Managers with strategic responsibilities

Other managerial staff

The audit of the Company’s financial statements is entrusted to a specialised company on the appropriate register and appointed by the Shareholders’ Meeting on the basis of a reasoned proposal from the Board of Statutory Auditors.

On 27 April 2010, the Shareholders’ Meeting appointed Reconta Ernst & Young S.p.A. to audit the Company for the 2010-2018 period.