2.5 Succession plans

Snam does not provide for succession plans for executive directors due to the nature of the Company’s shareholder structure, and the fact that, by law and pursuant to the Bylaws, directors are appointed by the Shareholders’ Meeting on the basis of lists submitted by shareholders.

The Company has defined a succession planning process for its management, however.

At its meeting on 17 December 2014, the Appointments Committee examined the methodology used to identify successors in senior managerial positions and those considered to be extremely critical to the Group’s strategy (around 20 positions). These positions include all those that fall under the responsibility of the Appointments Committee (CEOs of Subsidiaries, Internal Auditor and Executive Responsible for preparing corporate accounting document).

The process is based on a series of pragmatic steps that are rigorously implemented on an annual basis, involving the following phases:

• an analytical description of the content of each position, with reference in particular to its areas of responsibility, guidelines for the evolution of the role in the near future, and the experience and managerial skills needed to best fulfil the position in question;
• an assessment of the current holder of the position and of potential candidates to succeed him/her, based partly on contributions from leading companies in the sector;
• the definition of a succession chart containing the names of potential successors and the resulting development guidelines;
• an assessment of the overall risk associated with putting the potential successions into practice.

The Appointments Committee examined the results of applying the methodology to the managerial positions under the Committee’s responsibility and the main outcomes, both at the general level and in terms of the individual position in question, and considered the structure of the succession plans implemented to be adequate both to guarantee organisational controls that are consistent with the strategies defined by the Company and to overcome any continuity issues.