1. Shareholders’ Meeting and shareholders’ rights

1.1 General profiles and quorum

Shareholders’ Meetings are privileged corporate meetings between the Company’s management and its shareholders. Ordinary or extraordinary Shareholders’ Meetings are convened depending on the agenda items and matters to be resolved on, with different quorums required. The Bylaws stipulate that both ordinary and extraordinary Shareholders’ Meetings must be held on a single call.

1.2 Shareholders’ Meeting regulations

Snam established its Shareholders’ Meeting Regulations in 2001¹⁷.

1.3 Shareholder’s Meetings held in 2016

Two Shareholders’ Meeting were held in 2016: an ordinary meeting on 27 April 2016, and both an ordinary and extraordinary meeting on 1 August 2016.

On 27 April 2016, the Shareholders’ Meeting:

• resolved to approve the financial statements as at 31 December 2015, to allocate the profit for the year and to distribute dividends;
• determined the number of, and appointed, the members of the Board of Directors and determined the term of office and remuneration;
• appointed the Chairperson of the Board of Directors;
• appointed the members of the Board of Statutory Auditors and the Chairperson of the Board of Statutory Auditors and determined the remuneration of the standing auditors; and
• approved the remuneration policy pursuant to Article 123-ter of the TUF.

On 1 August 2016, the ordinary and extraordinary Shareholders’ Meetings respectively:

• approved the plan to reorganise Snam’s equity investment in Italgas and, in particular, the plan for the partial and proportionate demerger of Snam to Italgas; and
• authorised a treasury share buyback programme pursuant to Article 2357 of the Italian Civil Code.

Six out of the nine directors spoke at the Shareholders’ Meetings. At the Shareholder’s Meeting of 27 April 2016, the Chairperson of the Compensation Committee introduced the Remuneration Report and, specifically, the remuneration policy guidelines followed by the Company, and reported on the work carried out during the year.

The Board of Directors ensured that shareholders had adequate information at the Shareholders’ Meetings, providing reports on the draft resolutions available at the Company’s registered office, at Borsa Italiana and on the Company’s Website, as well as through the other means prescribed by law. These reports were also sent to the members who had requested a copy and distributed at the entrance of the Shareholders’ Meeting’s room along with other useful documentation. The Board of Directors also reported on the work carried out during the year and the work scheduled.

For a more in-depth description of the tasks and functioning of the Company’s Shareholders’ Meeting, as well as validation procedures and the right to speak, please see Annex 2 to this Report.