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Change Report

3.2 Appointments Committee

Appointments Committee (photo)

(i) Duties

The Appointments Committee provides the following consultative and advisory functions to the Board of Directors:

  • 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;
  • 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;
  • it prepares and proposes:
    1. procedures for the annual self-assessment of the Board and its Committees;
    2. directives concerning limitations and restrictions for the accumulation of positions by directors of Snam and its Subsidiaries;
    3. criteria for assessing both the requirements of professionalism and independence of the Board members of Snam and its Subsidiaries and the competing activities performed;
  • 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 reports.

(ii) Composition

The composition of the Appointments Committee is as follows:

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Member

Position

(1)

Independent pursuant to the independence requirements laid down by the TUF and the Code of Corporate Governance

Alberto Clô

Independent Non-Executive Director(1) - Chairman

Lorenzo Bini Smaghi

Non-Executive Director

Elisabetta Oliveri

Independent Non-Executive Director(1)

The Chairman of the Company (who is currently also a Committee member), 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.

(iii) Activities

In 2015 the Appointments Committee met six times, with 100% of members present. The average duration of Committee meetings was 42.5 minutes.

In 2015 the Appointments Committee focused its activities on the following issues:

  • the appointment by co-optation of the candidate He Yunpeng pursuant to Article 2386, paragraph 1 of the Italian Civil Code, as a director of Snam S.p.A.;
  • restrictions on and prohibition of Directors of Snam holding multiple offices;
  • examination of the results of the Board Evaluation relating to 2014 by the advisor Crisci & Partners and the planning of similar activities for 2015;

In relation to the Subsidiaries included in the scope of consolidation:

  • the appointment of members of the Board of Directors of AES Torino S.p.A. and Italgas S.p.A.;
  • the co-optation of a director of GNL Italia S.p.A. and Napoletanagas S.p.A.;
  • alternation of the Chairpersons and CEOs of the Subsidiaries included in the scope of consolidation, AES Torino and Napoletanagas.

In relation to strategic foreign investee companies: the appointment of a member of the Supervisory Board of TAG.

The Regulations governing the Appointments Committee were most recently approved by the Board of Directors on 27 February 2014.

The Appointments Committee Regulations are available on the Company’s website (PDF).

The Committee reported to the Board of Directors, at the Board meetings of 28 July 2015 and 16 March 2016, on the activities it carried out in the first and second halves of 2015 respectively.

The Committee has scheduled seven meetings for 2016. As at the Report approval date, four 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 laid down by the Board.

Depending on the matters being discussed, Company executives, the Human Resources, Organisation and Security director and the Legal & Corporate Affairs and Compliance director may attend Committee meetings for the areas pertaining to them.

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

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