2.8 Maximum accumulation of offices held at other companies

At its meeting of 6 March 2017, the Board of Directors, based on proposals from the Appointments Committee, issued the following directives and expressed the following position on the maximum number of offices that Directors may hold:

• An executive director may not hold:
  1. an executive director position at another Italian or foreign listed company, at a financial, banking or insurance company, or at a company with net assets or consolidated annual turnover of more than Euro 500 million or, if the company uses a different currency, an equivalent amount; or
  2. the office of non-executive director or statutory auditor (or member of another control body) at more than three of the companies listed under (i). Furthermore, in the case of the CEO, they may not assume the office of director of another issuer not belonging to the same group whose CEO is a director of the Company.
• A non-executive director (including independent) may not, while in office at the Company, hold:
  1. an executive director office at one or more Italian or foreign listed companies, at financial, banking or insurance companies, or at companies with net assets or consolidated annual turnover of more than Euro 500 million or, if the company uses a different currency an equivalent amount, or the office of non-executive director or statutory auditor (or member of another control body) at more than three of the above-listed companies; or
  2. the office of non-executive director or statutory auditor (or member of another control body) at more than six of the companies listed under point (i).

To calculate the maximum number of offices, the positions held within Snam, its Subsidiaries and Snam’s Committees are irrelevant.

The Board, in assessing each personal position to be held in the interest of the Company, may take into account the specific circumstances and professional commitments (not limited to the holding of office) of the individual directors to allow for any exemptions to and any lowering of the maximum number of offices that can be held. If applicable, the Board of Directors will invite the director to take the consequent decisions.

The following table lists the other important positions held by directors of the Company pursuant to the Code of Corporate Governance and the relevant recommendations issued by the Board of Directors, based on the declarations of the directors.

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

1. the directors, with the exception of the CEO, hold a non-executive role;
2. the CEO does not hold any other roles outside of Snam and its Subsidiaries²⁷; and
3. the number of significant positions pursuant to the Code of Corporate Governance and the guidelines assumed by the Board of Directors regarding the maximum number of positions that a director may hold is compatible with the effective performance of the role of director of Snam.