7.2 Compliance programmes
(i) Anti-Corruption Compliance Programme
The Snam Anti-Corruption Compliance Programme includes not only the 231 Model (designed to prevent the offences of administrative liability of companies for offences, such as, among other things, corruption offences) but, consistent with the provisions of the guidance and international best practices, is also implemented through:
- “top level commitment”, i.e., a commitment at the highest level to fight corruption;
- adoption of specific regulatory anti-corruption measures;
- establishment of a dedicated Anti-Corruption Unit;
- “monitoring” by an external and independent advisor to verify actual knowledge of and implementation of the procedures;
- staff awareness through training and information activities; and
- anti-corruption due diligence on contractual counterparties.
Snam and Transaparency International signed an agreement in October 2016 aimed at developing a partnership within the Global Corporate Supporters Forum promoted by the non-governamental organization.
Thanks to such agreement, Snam, being the first Italian company, is part of the international partners of the Forum, created for the purpose of grouping companies that excel for the integrity of their business management, in accordance with the good management practice, transparency and responsibility standards promoted by Transparency International, within the frame of the global effort against corruption and in favour of an ethical business conduct.
The partnership formalizes the principles of cooperation between Transaparency International and Snam on the management of anti-corruption programs and policies against frauds and irregularities, conflict of interests and whistleblowing, among those measures aimed at consolidating the highest anti-corruption standards acknowledged by Transaparency International.
Anti-Corruption Procedure highlights
- Prohibition of corruption, without exception, with respect to any party in either the public or private sectors
- Specific regulations and controls in relation to activities identified as potentially “at risk” and to activities relating to the effective implementation of anti-corruption compliance
- A clear distinction between permitted conduct and prohibited conduct
- A particular focus on relationships with public officials, suppliers and business partners
- Establishment of a dedicated Anti-Corruption Unit
- Monitoring activities with the involvement of management and training of over 1370 persons
- Drafting of the “Anti-corruption Guide” as an easily understandable and usable tool aiming at spreading and growing the anti-corruption culture among Snam’s people
- Identified as an example of “absolute excellence” by Transparency International Italy after its “Assessment on Transparency in Reporting on Anti-Corruption”
The Anti-Corruption Procedure is an integral part of a broader business ethics control system that aims to ensure the Company’s compliance with national and international anti-corruption laws, including the UK Bribery Act, and with the best international anti-corruption standards, helping to protect Snam’s reputation. The Anti-Corruption Procedure places particular emphasis, among other things, on the selection of suppliers and business partners, the management of relations with them, and the related contractual protection clauses.
Adoption and implementation of the Anti-Corruption Procedure is mandatory for Snam and its Subsidiaries, which have adopted it by means of a resolution of the Board of Directors. The investee companies are also informed of the Anti-Corruption Procedure, to promote behaviour and information flows consistent with those of Snam and the Subsidiaries. Snam also uses its influence, to the extent that is reasonable under the circumstances, to ensure that the companies and entities in which Snam has a non-controlling stake and its business partners comply with the standards set forth in the Anti-Corruption Procedure.
(ii) Whistleblowing
Since 2006, Snam implemented a special procedure to establish a codified system for the collection, analysis, verification and reporting of notifications, anonymous or otherwise, received by Snam and its Subsidiaries (the “Notification Procedure”) and to establish the criteria and methods for the establishment of information channels.
Whistleblowing procedure highlights
- Management of communication channels assigned to an external person (an Ombudsman) identified as a professional with a high degree of legal training in criminal matters, who ensures that reports are received and analysed by applying criteria of maximum confidentiality in order, among other things, to protect the good repute of persons involved and efficiency of investigations
- Preliminary investigations into notifications carried out in an integrated and coordinated way, through the involvement of the Internal Audit function, having first consulted the Legal & Corporate Affairs, Compliance and ERM function for those matters within its purview
Quarterly circulation of a report on complaints received - issued by the Internal Audit function - amongst the following corporate functions:- Chairperson of Snam
- Chief Executive Officer of Snam
- Snam’s Board of Statutory Auditors
- Control, Risk and Related-Party Transactions Committee
- Snam’s External Auditors
- Snam’s Anti-Corruption Unit
- Supervisory Body
- Snam’s CFO
- Snam’s Chief Corporate Services Officer and EVP Human Resources & Organisation
- Snam’s General Counsel
In the case of notifications relating to the Subsidiaries, the reports, insofar as they are relevant, are sent to the Chief Executive Officers of each Subsidiary concerned and to the related Control and Supervisory Bodies
The table below breaks down the activities carried out by Internal Audit in relation to notifications received during the last three years:
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2014 |
2015 |
2016 |
Notifications received |
20 |
17 |
25 |
- relating to the Internal Control System |
2 |
2 |
14 |
- relating to accounting, auditing, fraud, etc. |
- |
- |
- |
- relating to administrative liability pursuant to Legislative Decree No. 231/2001 |
- |
- |
1 |
- relating to breaches of the anti-corruption law |
- |
1 |
4 |
- relating to other matters (Code of Ethics, mobbing, theft, security, etc.) |
18 |
14 |
6 |
Notifications dismissed due to lack of proof or because untrue (no.) |
13 |
8 |
12 |
Notifications resulting in corporate disciplinary or managerial action and/or referral to a legal authority |
1 |
3 |
6 |
Notifications in the process of examination (no.) |
|
|
7 |
(iii) Antitrust Compliance Programme
The Company has identified the violation of antitrust legislation as one of the main corporate risks and has developed a detailed antitrust compliance program.
Highlights of the Antitrust Compliance Programme
The programme is implemented through:
- the adoption of the Antitrust Code
- dedicated communication and training initiatives for all employees that aim to ensure familiarity with the Code, as well as its effectiveness and correct implementation
- the establishment, within Snam’s Legal & Corporate Affairs, Compliance and ERM department, of an Antitrust Supervisor who will provide the necessary support and assistance concerning application of the Antitrust Code
- a monitoring programme designed to verify the efficiency of the provisions of the Antitrust Code and the advisability of amendments and updates to the code
- the drafting of the “Practical Guide for competition preservation” as a tool to help Snam’s people understand which situations might be potentially anti-competitive (antitrust practices) and which standards of behaviours adopt