SNAM Remuneration Report 2015 - Compensation paid in 2014

TABLE 1 - COMPENSATION PAID TO DIRECTORS, STATUTORY AUDITORS AND MANAGERS WITH STRATEGIC RESPONSIBILITIES

The table below indicates the remuneration paid individually to directors and statutory auditors, and collectively to managers with strategic responsibilities¹⁵.

Information about compensation transferred by Snam to other companies is provided; no information is provided about other compensation received by subsidiaries and/or associates, since all such compensation was transferred to the Company. All individuals who filled the above positions for all or part of the year are included.

In particular:

the “Fixed remuneration” column shows, according to the positions concerned, the fixed salaries payable in 2014, before social security contributions and taxes. Reimbursements of lump-sum expenses and attendance fees are excluded, since these are not provided for. Details of the compensation, with a separate disclosure of any indemnities or payments relating to the employment relationship, are provided in the note;
the “Compensation for participation in Committees” column shows, according to the positions concerned, the compensation owed to directors for participating in Committees established by the Board. Information about compensation for each Committee in which the director participates is provided in a separate note;
in the “Variable non-equity remuneration” column, the “Bonuses and other incentives” entry shows the incentives for the year according to the vesting of the relative rights following assessment and approval of the performance results by the competent corporate bodies, as specified in greater detail in the table “Monetary Incentive Plans for directors and managers with strategic responsibilities”;
the “Non-monetary benefits” column shows, according to the positions concerned and tax liability, the amount of fringe benefits awarded;
the columns “Non-equity variable compensation/Profit-sharing”, “Other compensation”, “Fair value of equity compensation” and “Indemnities for severance or for termination of employment” show no data since no payments of this sort were made in 2014;
the “Total” column indicates the sum of the amounts of the previous items.

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TABLE 1: REMUNERATION PAID TO DIRECTORS, STATUTORY AUDITORS AND MANAGERS WITH STRATEGIC RESPONSIBILITIES

(amounts in € thousand)

Non-equity variable compensation

First Name and surname

Notes

Post

Term of office

Expiry of office

Fixed compensation

Compensation for Committee membership

Bonuses and other incentive

Profit-sharing

Non-monetary benefits

Other compensation

Total

Fair Value of equity compensation

Severance indemnities for end of office or termination of employment

*	Effective 18 November 2014, Roberto Melfa resigned from his position as director and member of the Appointments Committee.
**	Executives who, during the course of the year and together with the Chief Executive Officer, were permanent members of the Company’s Executive Committee.
1	Lorenzo Bini Smaghi - Chairman of the Board of Directors (a) The amount includes fixed annual compensation set by the Shareholders' Meeting of 26 March 2013 (€ 40,000) and fixed annual compensation for awards approved by the Board on 26 October 2012 (€ 360,000) (b) The amount includes the pro rata portion of annual compensation (€ 7,000) for participating as a member of the Appointments Committee (from 17.12.2014 to 31.12.2014 a total of € 288).
2	Carlo Malacarne - Chief Executive Officer (a) The amount of € 860,000 corresponds to the actual gross annual compensation (set by the Board of Directors at its meeting of 27 February 2013) and includes compensation of € 40,000 set by the Shareholders’ Meeting of 26 March 2013 for the office of director. Added to this amount are the allowances payable in respect of travel expenses, both in Italy and abroad, in line with the relative National Collective Labour Agreement for Executives and the company's supplementary agreements, totalling € 5,500. (b) The amount includes the payment of € 503,900 relating to the deferred monetary incentive awarded in 2011 and the payment of € 210,705 relating to the long-term monetary incentive awarded in 2011.
3	Alberto Clô - Director (a) The amount corresponds to the fixed annual compensation determined by the Shareholders’ Meeting of 26 March 2013 (€ 40,000). (b) The amount includes fixed annual compensation (€ 10,000) for participating in the Appointments Committee as Chairman.
4	Andrea Novelli - Director (a) The amount includes the fixed annual compensation determined by the Shareholders’ Meeting of 26 March 2013 (€ 40,000). This amount of compensation is paid to his company of origin (Cassa Depositi e Prestiti S.p.A.). (b) The amount includes fixed annual compensation for participating as a member of the Remuneration Committee (€ 10,000) and for participating as a member of the Control and Risk Committee (€ 20,000). This compensation is paid to the company to which he belongs (Cassa Depositi e Prestiti S.p.A.)
5	Elisabetta Oliveri - Director (a) The amount includes the fixed annual compensation determined by the Shareholders’ Meeting of 26 March 2013 (€ 40,000). (b) The amount includes fixed annual compensation for participating as Chairman of the Remuneration Committee (€ 15,000) and for participating as a member of the Appointments Committee (€ 7,000).
6	Francesco Gori - Director (a) The amount corresponds to the fixed annual compensation determined by the Shareholders’ Meeting of 26 March 2013 (€ 40,000). (b) The amount includes the fixed annual compensation for participating as Chairman of the Control and Risk Committee (€ 30,000).
7	Pia Saraceno - Director (a) The amount corresponds to the fixed annual compensation determined by the Shareholders’ Meeting of 26 March 2013 (€ 40,000). (b) The amount includes fixed annual compensation for participating as a member of the Control and Risk Committee (€ 20,000) and for participating as a member of the Remuneration Committee (€ 10,000).
8	Roberta Melfa - Director¹⁶ (a) The amount includes the pro rata portion of fixed annual compensation determined by the Shareholders’ Meeting of 26 March 2013 (€ 40,000). This amount of compensation is paid to his company of origin (Cassa Depositi e Prestiti S.p.A.). (b) The amount includes the pro rata portion of fixed annual compensation for participating as member of the Appointments and Control Committee (€ 7,000). This amount of compensation is paid to his company of origin (Cassa Depositi e Prestiti S.p.A.).
9	Sabrina Bruno - Director (a) The amount corresponds to the fixed annual compensation determined by the Shareholders’ Meeting of 26 March 2013 (€ 40,000). (b) The amount includes the fixed annual compensation for participating as a member of the Control and Risk Committee (€ 20,000).
10	Massimo Gatto - Chairman of the Board of Statutory Auditors (a) The amount includes the fixed annual compensation determined by the Shareholders’ Meeting of 26 March 2013 (€ 60,000).
11	Leo Amato - Statutory Auditor (a) The amount corresponds to the fixed annual compensation determined by the Shareholders’ Meeting of 26 March 2013 (€ 40,000).
12	Stefania Chiaruttini - Statutory Auditor (a) The amount corresponds to the fixed annual compensation determined by the Shareholders’ Meeting of 26 March 2013 (€ 40,000).
13	Managers with strategic responsibilities (a) The amount of € 1,041,000 corresponds to gross annual compensation. Added to this amount are the allowances payable in respect of travel expenses, both in Italy and abroad, in line with the relative National Collective Labour Agreement for Executives and the company's supplementary agreements, totalling € 9,600. (b) The amount includes the payment of € 375,960 relating to the deferred monetary incentive awarded in 2011 and the payment of € 142,527 relating to the long-term monetary incentive awarded in 2011.

16	Effective 18 November 2014, Roberto Melfa resigned from his office as director and member of the Appointments Committee.

Board of Directors:

Lorenzo Bini Smaghi

(1)

Chairman

01.01-31.12

04.16

400 (a)

0 (b)

400

Carlo Malacarne

(2)

Chief Executive Officer

01.01-31.12

04.16

866 (a)

1,264 (b)

2,144

Alberto Clò

(3)

Director

01.01-31.12

04.16

40 (a)

10 (b)

Andrea Novelli

(4)

Director

01.01-31.12

04.16

40 (a)

30 (b)

Elisabetta Oliveri

(5)

Director

01.01-31.12

04.16

40 (a)

22 (b)

Francesco Gori

(6)

Director

01.01-31.12

04.16

40 (a)

30 (b)

Pia Saraceno

(7)

Director

01.01-31.12

04.16

40 (a)

30 (b)

Roberta Melfa (*)

(8)

Director

01.01-18.11

11.14

35 (a)

6 (b)

Sabrina Bruno

(9)

Director

01.01-31.12

04.16

40 (a)

20 (b)

Board of Statuatory Auditors:

Massimo Gatto

(10)

Presidente

01.01-31.12

04.16

60 (a)

Leo Amato

(11)

Sindaco effettivo

01.01-31.12

04.16

40 (a)

Stefania Chiaruttini

(12)

Sindaco effettivo

01.01-31.12

04.16

40 (a)

Managers with strategic responsibilities**

1,041 (a)

973 (b)

2,064

(13)

Grand total

2,722

148

2,237

4,608

TABLE 2 - STOCK OPTIONS ASSIGNED TO DIRECTORS AND MANAGERS WITH STRATEGIC RESPONSIBILITIES

The table below lists, for the Chief Executive Officer and, on an aggregate basis, for managers with strategic responsibilities, the stock options on Snam shares and those exercised in relation to existing share plans in 2014, the last of which was awarded in 2008; the data is reported on an aggregated basis, since these are residual incentive plans.

No call options on Snam shares were granted during the year, and consequently the “Options relevant to the year/Fair Value” column contains no data, in line with the “Fair Value of equity remuneration” column in Table 1.

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TABLE 2: STOCK OPTION GRANTED TO DIRECTORS AND MANAGERS WITH STRATEGIC RESPONSIBILITIES

Options held at the beginning of year

Options granted in the year

Options exercised in the year

First name and surname
Post

Plan

Number of options

Average exercise price
(€)

Average maturity (months)

Number of options

Exercise price (€)

Possible exercise period (from - to)

Fair Value on grant date (€)

Grant date

Market price of the underlying shares upon granting of options (€)

Number of options

Exercise price (€)

Market price of the underlying shares on the exercise date (€)

Options expired in the year - Number of option

Options held at the end of the year - Number of option

Options relevant to the year - Fair value (€ thousands)

1	Executives who, during the course of the year and together with the Chief Executive Officer, were permanent members of the Company’s Executive Committee (four executives).

Carlo Malacarne
Chief Executive Officer

Snam stock option plans

0.000

Other managers with strategic responsibilities⁽¹⁾

Snam stock option plans

165,600

3.463

165,600

3.463

4.001

TABLE 3 - MONETARY INCENTIVE PLANS FOR DIRECTORS AND MANAGERS WITH STRATEGIC RESPONSIBILITIES

The table below indicates the short- and long-term variable monetary incentives provided for the Chief Executive Officer and, on an aggregate basis, for managers with strategic responsibilities.

In particular:

the column “Bonus for the year - payable/paid” shows the Annual Monetary Incentives paid in the year on the basis of the finalised report on performance carried out by the relevant company bodies compared with the targets set for 2013;
the column “Bonus for the year - deferred” shows the amount of the base incentive awarded in the year in implementation of the Deferred Monetary Incentive Plan (IMD) and the Long-Term Monetary Incentive Plan (IMLT);
the column “Deferral period” shows the length of the vesting period for deferred and long-term incentives awarded during the year;
the column “Bonuses for previous years - no longer payable” contains no data, since the conditions were not satisfied for non-payment or partial payment of the bonus in accordance with the provisions of the Plan Regulations;
the column “Bonuses for previous years - payable/paid” shows the long-term variable incentives paid during the year, which have vested on the basis of the final reporting of performance conditions defined for the vesting period;
the column “Bonuses for previous years - still deferred” shows incentives awarded in relation to the existing deferred and long-term plans that have not yet vested;
the column “Other bonuses” contains no amounts, since no other bonuses were paid.

The Total of the “Bonus for the year – payable/paid” and “Bonuses for previous years – payable/paid” columns is the same as the amount indicated in the “Bonuses and other incentives” column in Table 1.

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TABLE 3: MONETARY INCENTIVE PLANS FOR CHIEF EXECUTIVE OFFICER AND MANAGERS WITH STRATEGIC RESPONSIBILITIES

(amounts in € thousand)

Yearly bonus

Bonuses for previous years

First name and surname
Post

Plan

payable/ paid

deferred

deferral period

no longer payable

payable/ paid¹

Still deferred

Other bonuses

(1)	Disbursement relating to: - the deferred monetary incentive awarded in 2011 in relation to EBITDA performance in the three-year period 2011-2013. - the long-term monetary incentive awarded in 2011 in relation to the adjusted net profit result, in relative terms with respect to a peer group, achieved in the three-year period 2011-2013
(2)	Executives who, during the course of the year and together with the Chief Executive Officer, were permanent members of the Company's Executive Committee.

Carlo Malacarne
Chief Executive Officer

2014 Annual Monetary Incentive Plan BoD Meeting of 27 February 2014

549

2014 Deferred Monetary Incentive Plan BoD Meeting of 29 July 2014

301

three-yearly

2014 Long-Term Monetary Incentive Plan BoD Meeting of 30 October 2014

430

three-yearly

2013 Deferred Monetary Incentive Plan BoD Meeting of 30 July 2013

392

2013 Long-Term Monetary Incentive Plan BoD Meeting of 29 October 2013

430

2012 Deferred Monetary Incentive Plan BoD Meeting of 30 July 2012

323

2012 Long-Term Monetary Incentive Plan BoD Meeting of 26 October 2012

355

2011 Deferred Monetary Incentive Plan
Award: BoD Meeting of 02 March 2011
Disbursement: BoD Meeting of 27 February 2014

504

2011 Long-Term Monetary Incentive Plan
Award: BoD Meeting of 26 October 2011
Disbursement: BoD Meeting of 29 July 2014

211

Total

549

731

715

1,500

Other managers with strategic responsibilities⁽²⁾

2014 Annual Monetary Incentive Plan BoD Meeting of 27 February 2014

456

2014 Deferred Monetary Incentive Plan BoD Meeting of 29 July 2014

260

three-yearly

2014 Long-Term Monetary Incentive Plan BoD Meeting of 30 October 2014

323

three-yearly

2013 Deferred Monetary Incentive Plan BoD Meeting of 30 July 2013

295

2013 Long-Term Monetary Incentive Plan BoD Meeting of 29 October 2013

303

2012 Deferred Monetary Incentive Plan BoD Meeting of 30 July 2012

261

2012 Long-Term Monetary Incentive Plan BoD Meeting of 26 October 2012

281

2011 Deferred Monetary Incentive Plan
Award: BoD Meeting of 02 March 2011
Disbursement: BoD Meeting of 27 February 2014

376

2011 Long-Term Monetary Incentive Plan
Award: BoD Meeting of 26 October 2011
Disbursement: BoD Meeting of 29 July 2014

142

Total

456

583

518

1,140

TOTAL

1,005

1,314

1,233

2,640

15 The prerequisites specified in current regulations have not been met for disclosure on an individual basis.