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Change Report

3.2 Appointments Committee

Appointments Committee (Photo)

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, paragraph 1 of the 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. at the proposal of the CEO and approval from the Chairman, it submits to the Board candidates for the corporate bodies of the Subsidiaries included in the scope of consolidation and of strategic foreign investee companies. Proposals made by the Committee are compulsory;
  3. it prepares and proposes: (i) procedures for the annual self-assessment of the Board and its Committees, (ii) directives concerning limitations and restrictions on the accumulation of positions by directors of Snam and its Subsidiaries, (iii) criteria for assessing the requirements of professionalism and independence of Board members of Snam and its Subsidiaries and of competing activities performed;
  4. it reports to the Board on the activities carried out, at least every six months and no later than the deadline for approval of the annual and half-year financial report.

Composition

The composition of the Appointments Committee is as follows:

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Members

Position

(1)

Independent pursuant to the independence requirements set forth by the TUF and the Code of Corporate Governance

(2)

Appointed on 17 December 2014 to replace Roberta Melfa, who stood down on 18 November 2014

Alberto Clô

Independent non-executive director(1) - Chairman

Lorenzo Bini Smaghi

Non-executive director(2)

Elisabetta Oliveri

Independent non-executive director(1)

The Chairman of the Company (who is currently also a member of the Committee), the CEO and, for matters relevant to him, the Chairman of the Board of Statutory Auditors, or a standing auditor designated by him, are usually invited to attend Committee meetings. Other non-Committee members may also attend, upon invitation by the Committee, in order to provide information and express an opinion on individual agenda items.

Meetings of the Committee are deemed to be valid if at least two members in office are present; the Committee makes decisions based on a vote in favour by at least two of the members in attendance.

Activities

In 2014 the Appointments Committee met five times, with 100% of members present. The average duration of Committee meetings was 55 minutes.

In 2014 the Appointments Committee focused its activities on the following issues:

  • proposals to the Board concerning the composition of the corporate bodies of Subsidiaries included in the scope of consolidation and of strategic foreign investee companies. In particular, the proposals concerned:
    - the appointment of the corporate bodies of subsidiaries Snam Rete Gas and Napoletanagas, an independent director and the CEO of Italgas, Board members of Gasrule Insurance Limited and members of the Supervisory Board of TAG pertaining to Snam;
  • proposals to the Board of Directors concerning directives and guidelines on the number of positions that can be held by Snam directors;
  • analysis of the report on the activities carried out and the results of the analysis of the size, composition and functioning of the Board of Directors and the Committees presented by the advisor, Crisci & Partners, which was mandated to carry out Board review activities for the 2013 financial year following a tender process;
  • proposal to confirm the mandate of advisor, Crisci & Partners, to perform the Board evaluation activities for the 2014 and 2015 financial years and planning of the relevant activities for 2014;
  • examination of the management succession plans.

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 (PDF)).

The Committee reported to the Board of Directors, at the Board meetings of 29 July 2014 and 11 March 2015, on the activities it carried out in the first and second halves of 2014 respectively.

The Committee has scheduled five meetings for 2015. As at the Report approval date, two meetings have been held.

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

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