2.1 Introduction

(i) Overview

The Company is managed by a Board of Directors made up of between five and nine members. The number of members and their term of office are decided by the Shareholders’ Meeting at the time of appointment.

The Board of Directors is the central body within Snam’s corporate governance system and is invested with the broadest powers for the ordinary and extraordinary administration of the Company. It is entitled to carry out any measures it deems necessary to implement and achieve the corporate objective, with the sole exception of measures reserved to Shareholders’ Meetings by the law or by the Bylaws.

Pursuant to Article 2381 of the Italian Civil Code, Snam’s Board of Directors has assigned itself a series of powers, in addition to those that by law cannot be delegated and those set out in the Code of Corporate Governance.

The Shareholders’ Meeting has not authorised, in general or as a preventive measure, any exemptions from the prohibition on competition pursuant to Article 2390 of the Italian Civil Code.

For a description of the provisions of the Bylaws governing procedures for the appointment of the Board of Directors and the term of office, termination and dismissal of its members, please see Annex 3 to this Report.

(ii) Composition - directors currently in office

The Shareholders’ Meeting held on 27 April 2016 set the number of directors at nine and established the term of office of the Board of Directors as three financial years, terminating on the date of the Shareholders’ Meeting called to approve the financial statements as at 31 December 2018.

When the Board of Directors was reappointed on 27 April 2016, the following three lists of candidates were submitted:

1. a list of six candidates submitted by CDP RETI S.p.A.;
2. a list of three candidates submitted by institutional investors; and
3. a list of two candidates submitted by Inarcassa.

At the 27 April Shareholders’ Meeting, 69.37% of the share capital was represented, all of which voted on the appointment of directors through list voting.

The list submitted jointly by the institutional investors received the most votes (34.39% of the share capital represented), whereas the list submitted by CDP RETI S.p.A. received the votes of 33.85% of the share capital represented and the list submitted by Inarcassa received 0.55% of the votes.

Therefore, based on the provisions in the Bylaws on the list voting mechanism, three directors from the list having obtained the majority of votes submitted by the institutional investors and the first three candidates from the list submitted by CDP RETI S.p.A. were appointed. No directors were appointed from the list submitted by Inarcassa.

In addition to the list vote, the remaining three directors were appointed by majority vote at the proposal of shareholder CDP RETI S.p.A. The shares represented in the Shareholders’ Meeting for which votes were cast represented 31.99% of the share capital, and votes in favour represented 30.82%.

The table below shows key information on the composition of the current Board of directors of the Company, including which lists the current Board members were appointed from and which directors meet the independence requirements pursuant to the TUF and the Code of Corporate Governance¹⁸.

Four out of nine members of the Board of Directors are women. The proportion of women is greater than the minimum stipulated by the laws on gender representation (one-third of the total)¹⁹. Moreover, three Chairs of the four Committees and all the members of the Control, Risk and Related-Party Transactions Committee are women.

At its meeting on 27 April 2016, the Board of Directors confirmed Marco Reggiani, Snam’s General Counsel, in the role of Board Secretary.

At its meeting of 6 March 2017, the Board of Directors certified:

1. that there are no grounds for ineligibility, forfeiture or incompatibility in relation to the directors in office, and that they fulfil the integrity requirements provided for by the applicable regulations; and
2. that, in relation to the Executive Responsible For Preparing Corporate Accounting Documents and based on the declaration made by the latter, there are no grounds for incompatibility pursuant to Article 16.4 of the Bylaws and that he fulfils the integrity requirements laid down by the applicable regulations²⁰.

(iii) Profiles of the directors currently in office

A short profile of each director is provided below.

Carlo Malacarne

Nationality: Italian
Professional background: Manager

Career

Born in Pavia in 1953.

Chairman of Snam since 27 April 2016.

He was Chief Executive Officer of the Company from 2006 to 2016.

Having obtained a degree in Electronic Engineering, after a brief period at Selecontrol, Carlo Malacarne began his career with Snam in the Gas Transportation department. In 1990 he was appointed Area Operational Manager, with responsibility for the construction and operation of gas pipelines, as well as promoting commercial initiatives to support the sale of methane. Subsequently, as Head of Telecoms and Process Systems, he helped to restructure Eni S.p.A.’s telecoms systems, overseeing the transfer of the Snam business unit to Nuova Società di Telecomunicazioni, of which he was appointed CEO. In March 1998, he was appointed Construction Manager, tasked with ensuring that investments both in Italy and abroad were executed properly. Alongside this role, he also became a member of the construction committee of TENP, the pipeline that transports gas from the North Sea to Italy, and of TAG, the pipeline designed to carry Russian natural gas to Italy via Austria, actively participating in the implementation of two pieces of strategic infrastructure for the transportation of gas along Europe’s main energy corridors. In July 1999, he was appointed Head of Operations for the Italian Network, overseeing the running of the gas transportation network in Italy and the Panigaglia LNG terminal.

In July 2001 he was appointed General Manager of Operational Activities of Snam Rete Gas, ahead of the company’s stock market flotation, and Chairman of the Board of Directors of GNL Italia, the company that runs the Panigaglia LNG terminal.

Between December 2005 and the beginning of May 2006, he was General Manager of Snam Rete Gas, overseeing commercial activities, planning, transportation network management and dispatching services in addition to his managerial duties.

From November 2012 to April 2016, he was Chairman of subsidiary Snam Rete Gas, which operates in the transportation and dispatching of natural gas.

He is a member of the general council of Confindustria and of Assolombarda, as well as a member of several technical bodies, including the chairmanship committee of the Comitato Italiano Gas (CIG) and the steering committee of the Associazione Tecnica Italiana del Gas (ATIG). Between 1997 and 2000, he chaired the transportation commission of the International Gas Union (IGU).

He was Chairman of Confindustria Energia between November 2013 and October 2015.

He has also been CEO of Mariconsult and board member of several international companies, including Transitgas (which operates the gas transportation system between the north and south of Switzerland) and Sergaz and Scogat (the companies responsible for the construction and management of the Tunisian section of the Transmed gas pipeline).

Marco Alverà

Nationality: Italian

Professional background: Manager

Career

Born in New York in 1975.

He has been Chief Executive Officer of Snam since 27 April 2016 and General Manager since January 2016.

Since 22 April 2016, he has also been Chairman of subsidiary Snam Rete Gas, which operates in the transportation and dispatching of natural gas.

Marco graduated in Philosophy and Economics from the London School of Economics and began his career in London in private equity and M&A. In 2000 he founded Netesi, the first Italian ADSL broadband company.

He joined Enel in 2002 as Head of Group Corporate Strategy and was member of the Management Committee, making an important contribution to the development of the company’s gas strategy and closely following the stock market listing of Terna.

In 2004 he became Chief Financial Officer of Wind Telecom, where he oversaw the sale of Wind to Orascom.

Marco Alverà joined Eni S.p.A. in 2005 as Head of Supply & Portfolio Development in the Gas & Power division, successfully managing the repercussions of the crisis between Russia and Ukraine in the winter of 2006, and playing an active part in the negotiation of international gas supply agreements.

In this role, he also supervised the acquisition of Belgian company Distrigas during the delicate phase of its separation from Fluxys. In the same period, he served as CEO of Bluestream and Promgas, and was responsible for research into new natural gas transit routes to Europe from the Caspian region, Iran, the Middle East and Africa.

In 2008, he became Executive Vice President of the Exploration & Production division for Russia, Northern Europe and the Americas, where he managed operations and led negotiations with governments and energy companies. In 2010, he was appointed CEO of Eni Trading and Shipping, a company that manages all commodities trading and shipping activities, before being appointed Senior Executive Vice President Optimisation and Trading in 2012. In 2013 he assumed responsibility for the Midstream business unit, which contributes to the results of the Gas & Power division and is engaged in all supply, logistics and marketing activities for the various energy commodities. He also served as Chief Retail Market Gas & Power Officer from July to September 2015.

Since December 2016 he is a member of the General Council of the Giorgio Cini Foundation in Venice, promoting culture and arts and hosting several high-profile initiatives on international relations.

He has been a member of the boards of directors of Gazprom Neft, the Performance Theatre, the Global Leadership and Technology Exchange and the Eni Foundation, and operating Vice President of EUROGAS, the European association that represents the main gas operators at the continental level, and is a founder member of the ginger group for the promotion of natural gas in Europe, together with Shell, BG, Total and Statoil.

Sabrina Bruno

Nationality: Italian

Professional background: University lecturer

Board Committees: Control, Risk and Related-Party Transactions Committee, Sustainability Committee

Career

Born in Cosenza in 1965.

Sabrina has been an Associate Professor of Commercial Law at the Faculty of Economics of the University of Calabria since 2002. She obtained a national qualification as a full professor of Commercial Law in 2016 and of Comparative Law in 2013.

She has been a contract lecturer in Business and Company Law at LUISS G. Carli in Rome since 2006.

She was also a researcher in commercial law at the University of Calabria from 1993 to 2001.

She has been registered as a lawyer in the special Register of the Rome Law Society since 1991.

She was a Fulbright Visiting Scholar at Harvard Law School in 2010.

She completed a research doctorate in Comparative Private Law and European Community Law at the University of Florence in 1995.

Sabrina Bruno completed a three-year Master of Letters (MLitt) degree at Oxford University in 1994.

She graduated with honours in Law from LUISS G. Carli in 1987.

She was an independent non-executive director and Chairwoman of the Control and Risk Committee of Banca Profilo S.p.A. between 2012 and 2015. She was a standing auditor at Telecom Italia S.p.A. in 2012. She has been an independent non-executive director of Veneto Banca since August 2016 and is Chairwoman of the Appointments Committee. She has been an independent non-executive director of Banca Apulia since October 2016.

She has been an Academic Member of the European Corporate Governance Institute since 2014. She has been a member of the Science Committee of the Bruno Visentini Foundation since 2010. She has also been a member of the Italian Linacre Society since 1995.

She is the author of two monographs and various articles and essays on corporate law and corporate governance and has been a director of Snam since 26 March 2013.

Monica de Virgiliis

Nationality: Italian

Professional background: Manager

Board Committees: Appointments Committee, Chairman of the Compensation Committee

Career

Born in Turin in 1967.

Monica graduated in Electronic Engineering from the Polytechnic University of Turin in 1992 with the highest grade.

She joined Magneti Marelli in 1993 as a Manufacturing Engineer in the Electronics division, based in Pavia. In 1996, she joined the French Alternative Energies and Atomic Energy Commission (CEA) with the mission of developing partnerships with Italian companies. After a particularly successful collaboration with ST Microelectronics, she joined the company in 2001 as Business Development Manager for the Telecom Wireline division, based in Agrate Brianza. In 2003, she became Strategic Alliances Director, Advanced System Technology and moved to the headquarters in Geneva. In 2004, she became Group Vice President System and Business Development of the Wireless group.

In 2006, she became General Manager of the Home Video division and in 2007, as the business models of wireless customers changed and the smartphone arrived, became General Manager of the Wireless Multimedia division, with turnover of more than a billion dollars, where she successfully transformed the product portfolio and business model. She played a key role in the acquisition of NXP-Wireless and the creation of the joint venture with Ericsson.

In 2010, she left ST-Ericsson to return to STM, putting her business experience to good use in the Corporate programmes, first as Group Vice President Organisational Development and then Corporate Strategy and Development.

In 2015, she joined Infineon Technologies as Vice President Industrial Microcontrollers, based in Munich, where she achieved a turnaround of the product line for which she was responsible.

In late 2016, she joined Octo Telematics as Chief Operations Officer of the affiliate Mobility Solutions, working on the areas of intersection of new technology, the sharing economy and automotive.

She served on the boards of directors of various start-ups 2010–2014.

She has been on the Board of Directors of Prysmian S.p.A. since April 2015 and of the Stevenato Group since February 2016.

Has been a director of Snam since 27 April 2016.

Francesco Gori

Nationality: Italian

Professional background: Manager

Board Committees: Chairman of the Appointments Committee

Career

Born in Florence in 1952.

After earning a high school diploma from a liceo classico in Italy, Francesco graduated in Economics and Commerce with the highest grade and honours from the University of Florence.

He joined Pirelli in 1978, where, after gaining a range of experience in Italy and abroad, he was appointed General Manager of the Pneumatics division in 2001, CEO of Pirelli Tyre in 2006 and, in 2009, General Manager of Pirelli & C.

From 2006 to 2011, for two consecutive terms, he was elected Chairman of ETRMA, the European Tyre & Rubber Manufacturers’ Association. After leaving the Pirelli group in 2012, he went on to serve as an Industrial Advisor at Malacalza Investimenti (the second-largest shareholder of Pirelli) from 2013 to 2015, when the company was delisted from the Italian stock exchange.

Since 2014, he has been an Industrial Advisor at the CCR fund of Idea Capital Funds SGR (Gruppo de Agostini), and since 2015 a non-executive director on the board of Apollo Tyres, India’s leading tyre company. He has been Chairman of the Benetton Group since 2016.

He is also a director of the Italian branch of Plan International, one of the world’s largest child sponsorship NGOs.

Has been a director of Snam since 26 March 2013.

Yunpeng He

Nationality: Chinese

Professional background: Manager

Board Committees: Sustainability Committee

Career

Born in Baotou (Inner Mongolia, China) in 1965.

Yunpeng obtained a Specialised Degree in Electrical Systems and Automation from the University of Tianjin and a Master’s in Technology Management from the Rensselaer Polytechnic Institute (RPI).

He was Deputy General Manager of the European Office of the State Grid Corporation of China from January 2013 to December 2014.

He is currently a member of the boards of directors of CDP Reti S.p.A., Terna S.p.A. and Italgas S.p.A. He has also held the following positions at the State Grid Tianjin Electric Power Company: Vice Chief Technical Officer (CTO) between December 2008 and September 2012; Director of the Economic and Legal department between June 2011 and September 2012; Director of the Planning and Development department between October 2005 and December 2008; and Director of the Planning and Design department between January 2002 and October 2005.

In addition to these roles, he was Head of the Tianjin Binhai Power Company between December 2008 and March 2010 and Chairman of the Tianjin Electric Power Design Institute between June 2000 and January 2002.

Has been a director of Snam since 26 January 2015.

Lucia Morselli

Nationality: Italian

Professional background: Manager

Board Committees: Control, Risk and Related-Party Transactions Committee, Sustainability Committee

Career

Born in Modena in 1956.

Lucia graduated in Mathematics with honours from the University of Pisa. In 1981, she obtained a PhD in Mathematical Physics from the University of Rome in 1982 and a Master’s in Business Administration from the University of Turin. In 1998, she obtained a Master’s in European Public Administration from the University of Milan.

She has held various positions with a range of companies. From 1982 to 1985, she served as assistant to the CFO of Olivetti S.p.A.; from 1985 to 1990, she was Senior Manager Strategic and Manufacturing Service at Accenture; from 1990 to 1995, she was CFO of the Aircraft Division at Finmeccanica S.p.A.

She then served as CEO of the Telepiù group from 1995 to 1998, News Corporate Europe and Stream (Sky) S.p.A. from 1998 to 2003, Tecnosistemi S.p.A. in 2004, Mikado S.p.A. and Compagnia Finanziaria S.p.A. in 2009, Bioera S.p.A. from 2010 to 2011, Gruppo Berco from 2013 to 2014 and Acciai Speciali Terni from 2014 to 2016.

She also served as Chairman of the Board of Directors and CEO at Magiste International SA in 2006, and at Scorpio Shipping Group Ltd. from 2011 to 2013.

She was also a member of the Board of Directors of NDS from 2004 to 2005 and of IPI S.p.A. from 2007 to 2008.

In 2003, she founded the Franco Tatò & Partner consulting firm. Since 2009, she has been sitting on the Advisory Board (Restructuring Fund) of DGPA & TATO’ Investment Fund.

Has been a director of Snam since 27 April 2016.

Elisabetta Oliveri

Nationality: Italian

Professional background: Manager

Board Committees: Chairwoman of the Control, Risk and Related-Party Transactions Committee, Compensation Committee

Career

Born in Varazze (SV) in 1963.

Elisabetta graduated with honours from the University of Genoa with a degree in Electronic Engineering.

She has held senior positions at multinationals: first as General Manager and then CEO of Sirti S.p.A., director at ATM - Azienda Trasporti Milanesi S.p.A. from 2011 to 2014, and Director at Eutelsat S.A. from 2012 to 2016.

She is currently CEO of Gruppo Fabbri Vignola S.p.A. and a member of the Board of Directors of Gruppo L’Espresso S.p.A., Eutelsat S.A., Banca Farmafactoring S.p.A. and Sagat S.p.A. She is also the Chairwoman and founder of the non-profit Furio Solinas Foundation.

She is a Knight of the Italian Republic.

Has been a director of Snam since 27 April 2010.

Alessandro Tonetti

Nationality: Italian

Professional background: Academic and management career

Board Committees: Appointments Committee, Chairman of the Compensation Committee

Career

Born in Ronciglione (VT) in 1977.

Alessandro is Chief Legal Officer of Cassa Depositi e Prestiti S.p.A.

He graduated with honours in Law, and won two one-year scholarships for postgraduate completion courses in Administrative Sciences, with particular focus on Public Economic Law, under the guidance of Professor Sabino Cassese. Subsequently, he obtained a PhD in Administrative Law and Organisation and Functioning of the Public Administration at the University of Rome and a postgraduate specialisation diploma in European Public Law at the Academy of European Public Law of the Kapodistrian University of Athens, with an in-depth examination on the subject of competition and state aid. He also qualified to practise law.

From June 2013 to February 2016, he was a member of the “Nucleo tecnico per il coordinamento della politica economica” (Technical Team for Coordination of Economic Policy), supporting the Prime Minister’s Office, and since March 2014 he has held the position of deputy Head of Cabinet at the Ministry of Economy and Finance. As representative for the Ministry of Economy and Finance he was a member of the “Gruppo di coordinamento per l’attuazione della disciplina dei poteri speciali sugli assetti societari” (Coordination Group for the Implementation of Regulations on Special Powers on Share Ownership) operating at the Prime Minister’s Office. He has previously held managerial and executive roles at the Prime Minister’s Office and was a member of the “Nucleo di consulenza per la regolazione dei servizi pubblici” (Advisory Team for Public Service Regulation), as well as of the Technical Secretariat of the National Management Committee for Economic Programming, also operating at the Prime Minister’s Office, in support of the activity of the Inter-ministerial Committee for Economic Programming.

He teaches a Master’s degree course in Administrative Law at the “Roma Tre” University in Rome. He previously taught a course in Business Administration Discipline at the Faculty of Economics of the University of Tuscia and was a contract Professor of Public Finance Law at the Suor Orsola Benincasa University of Naples. He has also given lessons at the School of Public Administration and the School of Economics and Finance. Author of various articles and essays in major law journals on administrative national and European law and on economic public law.

He also sits on the Board of Directors of Enav S.p.A.

Has been a director of Snam since 27 April 2016.