2.1 Introduction

The Company is managed by a Board of Directors made up of no fewer than five and no more than nine members. The number of members and their term of office are decided by the Shareholders’ Meeting at the time of appointment.

The Board of Directors is the central body within Snam’s corporate governance system and is invested with the broadest powers for the ordinary and extraordinary administration of the Company. It is entitled to carry out any measures it deems necessary in order to implement and achieve the corporate objective, with the sole exception of measures that are reserved, by the law or by the Bylaws, for the Shareholders’ Meeting.

Pursuant to Article 2381 of the Italian Civil Code, Snam’s Board of Directors has assigned itself a series of powers, in addition to those which by law cannot be delegated and those set out in the Code of Corporate Governance.

The Shareholders’ Meeting has not authorised, in general or as a preventive measure, any exemptions from the prohibition on competition pursuant to Article 2390 of the Italian Civil Code.