2.8 Maximum accumulation of offices held at other companies

At its meeting of 11 March 2015, the Board of Directors, based on proposals from the Appointments Committee, issued the following directives and expressed the following position on the accumulation of offices held by Directors:

• an executive director should not hold:
1. the office of executive director at another listed Italian or foreign company, or in a financial, banking or insurance company or in a company with shareholders’ equity in excess of € 1 billion; or
2. the office of non-executive director or statutory auditor (or member of another control body) at more than three of the companies listed under (i). Furthermore, in the case of the CEO, they may not assume the office of director of another issuer not belonging to the same group whose CEO is a director of the Company;
• a non-executive director (including independent) should not, in addition to the position held at the Company, hold:
1. the office of executive director at more than two listed Italian or foreign companies, or financial, banking or insurance companies or companies with shareholders’ equity in excess of € 1 billion and the office of non-executive director or statutory auditor (or member of another control body) at more than five of the aforementioned companies; or
2. the office of non-executive director or statutory auditor (or member of another control body) at more than three of the companies listed under (i).

For the purposes of calculating the maximum number of offices, positions held within Snam and its Subsidiaries and on Snam’s Committees are not relevant.

If the limits indicated are exceeded, the Directors must promptly inform the Board of Directors, which shall evaluate the situation in view of the Company’s interest and ask the Director in question to comply with its decisions on the matter. Based on the declarations made by the directors, the following table lists the other important positions held by directors of the Company pursuant to the Code of Corporate Governance and the relevant recommendations issued by the Board of Directors.

At its meeting of 24 February 2016, the Board of Directors certified that:

1. with the exception of the CEO, the directors hold a non-executive role;
2. the CEO does not hold any other roles outside of Snam and its Subsidiaries⁴⁰;
3. the number of significant positions pursuant to the Code of Corporate Governance and the guidelines assumed by the Board of Directors regarding the maximum number of positions held by the same director are compatible with the effective performance of the role of Director of Snam.