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Report on Corporate Governance and Ownership Structure 2015
Executive Summary
Introduction
Corporate Governance
Key company figures
Shareholder structure and representation
Composition of the Board of Directors
Functioning of the Board of Directors
Remuneration
Internal control and risk management system
Board of Statutory Auditors
Company presentation
1. Mission
2. International growth
3. Governance and sustainable business development
4. Snam’s corporate governance system
5. Bylaws
6. Code of Ethics
Ownership structure
1. Structure of share capital
2. Geographical distribution of shareholders
3. Significant shareholdings
4. Restrictions on the transfer of shares
5. Securities – special rights
6. State’s special powers
7. Mechanism for exercising voting rights
8. Shareholder agreements
9. Change-of-control clauses
10. Powers to increase the share capital
11. Management and coordination activities
12. Further information – References
Corporate governance system
1. Shareholders’ Meeting
1.1 Shareholders´ Meeting regulations
1.2 Convocation, validity and right to speak
1.3 Shareholders’ Meetings held in 2015
2. Board of Directors
2.1 Introduction
2.2 Meetings of the Board of Directors
2.3 Chairman of the Board of Directors
2.4 CEO
2.5 General Manager
2.6 Appointment, composition and term of office
2.7 Independent directors
2.8 Maximum accumulation
2.9 Lead Independent Director
2.10 Succession plans
2.11 Remuneration system
3. Committees
3.1 Compensation Committee
3.2 Appointments Committee
3.3 Control and Risk Committee
4. Board of Statutory Auditors and External Auditors
4.1 Board of Statutory Auditors
4.2 External Auditors
5. Board induction sessions
6. Internal control and risk management system
6.1 Internal control and risk management system
6.2 Enterprise risk management system
6.3 Executive Responsible for preparing corporate accounting documents
6.4 Internal Auditor
6.5 Departments with specific control functions
6.6 Model 231
6.7 Internal control and risk management system
7. Regulatory System
7.1 Procedure for notifications
7.2 Anti-Corruption Procedure
7.3 Antitrust Code of Conduct
7.4 Related-party transactions
7.5 Market Abuse Procedure
8. Relations with shareholders and investors
9. Possibile changes to the corporate governance structure
Summary Tables
Annex 1
Annex 2
Annex 3
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7. Mechanism for exercising voting rights
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7. Mechanism for exercising voting rights in a possible employee share ownership system
There are no plans for an employee share ownership system.
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