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Report 2016
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Snam
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Report on Corporate Governance and Ownership Structure 2016
Executive Summary
Introduction
Corporate Governance
Main company highlights
Share performance
Shareholder structure and representation
Composition of the Board of Directors
Functioning of the Board of Directors
Remuneration
Internal control and risk management system
Sustainability
Company presentation
1. Mission and international growth
2. Governance and sustainable business development
3. Snam’s corporate governance system
4. Bylaws
5. Code of Ethics
Ownership structure
1. Structure of share capital
2. Geographical distribution of shareholders
3. Significant shareholdings
4. Restrictions on the transfer of shares
5. Securities – special rights
6. Special powers of the State
7. Mechanism for exercising voting rights
8. Shareholder agreements
9. Change-of-control clauses
10. Powers to increase the share capital
11. Management and coordination activities
12. Further information – References
Corporate governance system
Corporate governance structure
1. Shareholders’ Meeting
2. Board of Directors
2.1 Introduction
2.2 Meetings of the Board of Directors
2.3 Role of the Board of Directors
2.4 Chairman of the Board of Directors
2.5 Chief Executive Officer (CEO)
2.6 Other executive directors
2.7 Independent directors
2.8 Maximum accumulation
2.9 Lead Independent Director
2.10 Succession plans
2.11 Remuneration system
3. Committees
3.1 Compensation Committee
3.2 Appointments Committee
3.3 Control, Risk and Related-Party Transactions Committee
3.4 Sustainability Committee
4. Board of Statutory Auditors and External Auditors
4.1 Board of Statutory Auditors
4.2 External Auditors
5. Board induction sessions
6. Internal control and risk management system
6.1 Introduction
6.2 The corporate bodies, structures and functions involved
6.3 Coordination between the parties involved in the ICRMS
6.4 Key features
7. Snam’s Regulatory System
7.1 Overview
7.2 Compliance programmes
7.3 Related-Parties Procedure
7.4 Market Abuse Procedure
8. Relations with shareholders and investors
9. Possibile changes to the corporate governance structure
Summary Tables
Table 1
Table 2
Annex 1
Annex 2
Annex 3
Annex 4
Annex 5
Annex 6
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9. Possibile changes to the corporate governance structure
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9. Possibile changes to the corporate governance structure after the end of the financial year
No other significant changes occurred after the end of the financial year.
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