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4.1 Board of Statutory Auditors

(i) Composition

The Company’s current Board of Statutory Auditors was appointed by the Shareholders’ Meeting of 27 April 2016 for three financial years and in any event until the date of the Shareholders’ Meeting called to approve the financial statements for 2018.

The table below provides information on the current members of the Board of Statutory Auditors.

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Member

Position

List in which he/she was submitted

(1)

appointed by statutory majority at the proposal of CDP RETI S.p.A.

Leo Amato

Standing Auditor and Chairman

CDP RETI S.p.A. list

Massimo Gatto

Standing auditor

List submitted jointly by minority shareholders

Maria Luisa Mosconi(1)

Standing auditor

CDP RETI S.p.A. list

Maria Gimigliano

Alternate auditor

CDP RETI S.p.A. list

Sonia Ferrero

Alternate auditor

List submitted jointly by minority shareholders

Two lists for the appointment of the Board of Statutory Auditors were submitted at the Shareholders’ Meeting of 27 April 2016:

  1. a list presented by CDP RETI S.p.A. (two candidates for standing auditor and one candidate for alternate auditor), and
  2. a joint list presented by some institutional investors (one candidate for standing auditor and one candidate for alternate auditor).

At the Shareholders’ Meeting for the appointment of statutory auditors through list voting, 69.37% of the share capital was represented and 69.25% of the share capital voted. The list submitted by CDP RETI S.p.A. was voted for by 33.79% of the share capital, while the list submitted jointly by the institutional investors was voted for by 34.47% (the most voted list).

Therefore, applying the provisions of the Bylaws relating to the list voting mechanism, two standing auditors were appointed (one drawn from the CDP RETI S.p.A. list and one drawn from the institutional investors’ list) and two alternate auditors were appointed (one drawn from the CDP RETI S.p.A. list and one drawn from the institutional investors’ list). In addition to the list vote, the remaining standing auditor was appointed by majority vote at the proposal of shareholder CDP RETI S.p.A. The remaining standing auditor was drawn from the list presented by CDP RETI S.p.A. At the time of the vote, 31.91% of the share capital was represented at the Shareholders’ Meeting; 31.80% of the share capital voted, with 30.76% voting in favour.

Based on declarations provided by its members, on 14 March 2016, the Board of Statutory Auditors performed the periodic check and verified that all its members met the independence requirements laid down in Article 148, paragraph 3 of the TUF, as well as those laid down in Article 3 of the Code of Corporate Governance pertaining to directors.

On 27 April 2016, the Board of Statutory Auditors performed its annual check that all its members met the independence requirements laid down in Article 148, paragraph 3 of the TUF, as well as those in Article 3 of the Code of Corporate Governance pertaining to directors. The Board of Directors issued a press release about the results of these checks29.

The personal and professional profile of each statutory auditor are provided in the short biographies below.

Leo Amato - Chairman

Leo Amato (portrait)

Nationality: Italian

Professional background: University lecturer -

Chartered accountant and auditor

Career

Born in Turin in 1961.

Leo graduated with honours in Economics and Business from Turin University.

He is enrolled on the Register of Auditors and the Register of Court-Appointed Experts, and is a member of the Arbitration Chamber of Piedmont.

He holds administration and audit positions in a number of Italian companies.

He has worked as a contract lecturer in Business Contract Law, Non-profit Organisation Law and Trust and Fiduciary Transaction Law at the Faculty of Economics of the University of Eastern Piedmont.

He is the Chairman of Iusefor, the Training Centre of the University Institute of European Studies of Turin.

From 26 March 2013 to 27 April 2016 he was a standing auditor with Snam.

Since 27 April 2016 he has been Chairman of Snam’s Board of Statutory Auditors.

Massimo Gatto - Standing auditor

Massimo Gatto (portrait)

Nationality: Italian

Professional background: Chartered accountant and auditor

Career

Born in Rome in 1963.

Massimo gained a degree in Economics and Business from the Sapienza University of Rome. He works as a chartered accountant, auditor and official receiver. He is currently a standing auditor at Fintecna S.p.A., RI.MA.TI. – Società Consortile a responsabilità limitata, METROB1 – Società Consortile a responsabilità limitata and Collegamenti Integrati Veloci-C.I.V. S.p.A., and is an alternate auditor at Unicredit Factoring S.p.A. and Mediaset S.p.A.

He is also a director of Associazione Nazionale per l’Enciclopedia della Banca e della Borsa.

From 27 April 2010 to 27 April 2016 he was Chairman of Snam’s Board of Statutory Auditors.

Since 27 April 2016 she has been a standing auditor with Snam.

Maria Luisa Mosconi - Standing auditor

Maria Luisa Mosconi (portrait)

Nationality: Italian

Professional background: University lecturer -

Chartered accountant and auditor

Career

Born in Varese in 1962.

She is a chartered accountant and auditor and has been registered in the Order of Chartered Accountants of Milan since 1992.

She has been registered in the Register of Consultants of the Court of Milan since 1997.

She is registered in the Register of Technical Consultants of the Court of Milan, with specific regard to corporate evaluations and extraordinary financing operations.

She is a teaching assistant at Bocconi University in Milan with Professor Mario Massari, delivering courses entitled Corporate Finance – An Introduction to Evaluation and Corporate Finance – Financial Management (advanced topics).

She also works as a chartered accountant, mainly dealing with insolvency procedures and consultancy on corporate crises and restructuring, as well as expert estimates, evaluations and industrial and strategic plans, and is an expert certifier of recovery plans pursuant to the Bankruptcy Law.

She is a member of the NED (Non-Executive Directors) Community, which is an association of non-executive and independent directors.

Previously an assistant and collaborator in the Corporate Finance Area of SDA Bocconi.

Previously a teaching assistant at the Cattolica del Sacro Cuore University and at the Bocconi University, both in Milan, delivering courses on Corporate Finance (basic and advanced) with Mario Massari, Maurizio Dallocchio and Gualtiero Brugger.

She has held or currently holds positions as Chairwoman or member of boards of statutory auditors/audit committees, boards of directors and supervisory boards and as official receiver for several listed and unlisted companies.

She has gained experience in various listed companies, including in regulated sectors, in the banking, insurance, financial intermediation and asset management segments.

She has experience in the sector of municipally-owned companies and bodies.

She is also a member of the Italian National Commission for the issuing of the “Regulations for the Conduct of the Boards of Statutory Auditors of Listed Companies” within the Italian National Council of Accountants and Accounting Experts.

Since 27 April 2016 she has been a standing auditor with Snam.

Maria Gimigliano - Alternate auditor

Nationality: Italian

Professional background: Chartered accountant and auditor

Career

Born in Naples in 1976.

Maria graduated from Bocconi University, Milan, in Business Economics.

She is a standing auditor at Nonino Distillatori S.p.A., Ennefin S.p.A. and Nonino S.p.A.

She is registered on the Register of Auditors.

Since 26 March 2013 she has been an alternate auditor with Snam.

Sonia Ferrero - Alternate auditor

Nationality: Italian

Professional background: Chartered accountant and auditor

Career

Born in Turin in 1971.

Sonia graduated with honours in Economics and Commerce from the University of Turin.

She has been a chartered accountant, registered in the Order of Chartered Accountants and Accounting Experts of Turin, since 2001.

She started her professional career at Studio Associato KPMG and later moved to Studio Tributario e Societario Deloitte & Touche. From January 2004 to July 2015 she worked at Studio Di Tanno & Associati. Since August 2015 she has worked at Studio Vasapolli & Associati.

She holds or has held various positions.

From May 2008 to December 2013 she was a member of the Board of Statutory Auditors of Holding dei Giochi S.p.A.; from May 2013 to June 2014 she was Chairwoman of the Board of Statutory Auditors of Gruppo Fabbri Vignola S.p.A.

From August 2010 to June 2015 she was Chairwoman of the Board of Statutory Auditors of Tages Holding S.p.A and, in the same period, of Tages Capital SGR S.p.A.

From April 2014 to September 2015, she was a member of the Board of Directors of Gromis S.r.l. and Inimm Due S.r.l.

Since May 2013, she has been a member of the Board of Statutory Auditors of MBDA Italia S.p.A. and Iniziativa Gestione Investimenti (IGI) SGR S.p.A.; since April 2011, she has been a member of the Board of Statutory Auditors of InBetween SGR S.p.A. Since April 2015, she has been sitting on the Board of Statutory Auditors of Banca Profilo S.p.A.

Since 27 April 2016 she has been an alternate auditor with Snam.

For a description of the main duties of the Board of Statutory Auditors pursuant to law, and the provisions of the Bylaws governing methods of appointing the statutory auditors and their term of office, please see Annex 6 to this Report.

The remuneration of the Board of Statutory Auditors is determined by the Shareholders’ Meeting, taking account of the required commitment, the importance of the position held and Snam’s size and sector characteristics.

(ii) Meetings of the Board of Statutory Auditors

The Board of Statutory Auditors met 14 times in 2016, with an average attendance of 95.24% of members (please see table 2 in Section IV) and an average duration of 231 minutes. The Board of Statutory Auditors has scheduled 15 meetings for 2017; as at the Report approval date, four have been held.

Pursuant to the procedure “Transactions in which directors and statutory auditors have an interest and related-party transactions”, members of the Board of Statutory Auditors must declare any interest on their own behalf or that of third parties in specific transactions submitted to the Board of Directors. No such declarations were required from the members of the Board of Statutory Auditors in 2016.

The Board of Statutory Auditors receives the information flows it needs to perform its duties. At its meeting of 12 January 2017, Snam’s Board of Statutory Auditors adopted a “Framework Resolution between the Boards of Statutory Auditors of the Snam Group” with the aim of formalising information flows between the latter. The text of the resolution was sent to the Boards of Statutory Auditors of the Subsidiaries for incorporation.

A description of the ways in which the Board of Statutory Auditors interacts with the Control, Risk and Related-Party Transactions Committee and with the Internal Audit department can be found in Section III, Point 6.3 of the Report.

29 In July 2015, the Corporate Governance Committee updated the Code of Corporate Governance. The amendments made to Article 8 were applied by the Company in 2016 when the Board of Statutory Auditors was renewed. In particular, such amendments provide for the distribution of a press release by the Board of Directors concerning the check performed by the Board of Statutory Auditors after the appointment with regard to the fulfilment by the Statutory Auditors of the independence criteria required for directors. The Committee also stated that the remuneration of Statutory Auditors should be commensurate with the duties required of them, the importance of the role held, and the dimensional and sectoral characteristics of the business.

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