3.2 Appointments Committee

(i) Composition

The composition of the Appointments Committee is as follows:

The Chairperson of the Company, the CEO and, for matters relevant to him/her, the Chairperson of the Board of Statutory Auditors, or a standing auditor designated by him/her, are usually invited to attend Committee meetings, and this was generally the case in 2016. Other non-Committee members may also attend, upon invitation by the Committee, to provide information and express an opinion on individual agenda items.

Meetings of the Committee are deemed to be valid if at least two members in office are present; the Committee makes decisions based on a vote in favour by at least two of the members in attendance.

(ii) Duties

The Committee provides recommendations and advice to the Board on the matters indicated in Annex 5 of this Report.

(iii) Activities

In 2016 the Appointments Committee met nine times, with 100% attendance of its members and an average duration of 45 minutes.

A brief description of the main activities carried out by the Appointments Committee in 2016 is provided below.

• Verifications in preparation for the appointment of the General Manager
• Analysis and submission to the Board of Directors of the “2015 Self-Evaluation Report of the Board of Directors” and guidance on the managerial and professional roles of the directors, which will be provided with a view to renewing the corporate bodies
• Preliminary activities regarding the tender procedure for the identification of the advisor for Board Evaluation activities in 2016 -2018
• With respect to subsidiaries included in the scope of the consolidation, formulation of proposals for the Board of Directors: (i) on the appointment of members of the Board of Directors and Board of Statutory Auditors of Italgas, Stogit. S.p.A., GNL Italia S.p.A, the Board of Statutory Auditors of ACAM Gas S.p.A., the appointment of Snam’s representative on the Board of Directors of ITG Holding S.p.A.; (ii) on the replacement of the outgoing directors of Napoletangas S.p.A., the Chairperson of the Board of Directors of Snam Rete Gas S.p.A.; and (iii) on the changes to some of the members of direct subsidiaries Italgas Reti and Snam Rete Gas S.p.A. and the members of the Board of Directors of Stogit S.p.A.
• With regard to the strategic foreign investee companies, formulation of proposals for the Board of Directors on the appointment: (i) of members of the Board of Directors of TIGF Holding SAS; (ii) of two members of the Board of Directors of Gasrule Insurance Designated Activity Company; and (iii) one member of the Supervisory Board of TAG

The Regulations governing the Appointments Committee were most recently approved by the Board of Directors on 11 May 2016.

The Committee reported to the Board of Directors, at the Board meetings of 26 July 2016 and 6 March 2017, on its work in the first and second halves of 2016, respectively. At the subsequent Board meeting, it also reported on each meeting held since 11 May 2016, when amendments were made to the Regulations pursuant to Criterion 4.C.1, letter d) of the Code of Corporate Governance.

Four Committee meetings are scheduled for 2017; as at the Report approval date, two have been held.

According to the Appointments Committee Regulations, the Board of Directors provides the Committee with the necessary resources to perform its duties; particularly, within the terms established from time to time by the Board of Directors, the Appointment Committee may turn to external consultants through the Company’s structure, provided that the external consultant’s position is not likely to compromise their independent judgement.

Pursuant to the Appointments Committee Regulations, in 2016 the EVP Human Resources & Organisation and the General Counsel took part in meetings of the Committee, the latter acting as Secretary to the Committee.

Table 1 in Section IV provides information about the attendance of each participant in Appointments Committee meetings.