11. Management and coordination activities
No shareholders claim to exercise control over Snam pursuant to Articles 2359 of the Italian Civil Code and 93 of the TUF. CDP S.p.A. declared, in its 2014 annual report, with effect from the reporting date of the financial statements for the year ended 31 December 2014, the existence of a de facto controlling stake in Snam S.p.A. pursuant to IFRS 10 – Consolidated Financial Statements. Snam is not managed or coordinated by any other entity. In particular, with its communication of 30 October 2013, CDP S.p.A. formally declared to the AEEGSI: (i) that it does not manage and coordinate Snam and the latter’s Subsidiaries; (ii) that, with regard to Snam, it holds only rights associated with administration and assets as a shareholder, and does not have the power to influence or limit in any way the free managerial decisions of the management body of Snam or its Subsidiaries, including in relation to investments, business plans and sales and marketing strategies; and (iii) that it does not receive commercially sensitive or confidential information of any kind about the activity of Snam and its Subsidiaries, aside from information that is made available to all market operators, equally and without discrimination15.
Snam manages and coordinates its Subsidiaries.
In 2013, Snam adopted the “Regulations on exercising management and coordination activities for Snam and its Subsidiaries”. This document lays down the principles of proper corporate and business management adopted by Snam when managing and coordinating its Subsidiaries, which include:
- utmost compliance with general and industry regulations in force;
- standardised management of company businesses;
- maximisation of value for shareholders;
- attention to qualified stakeholders;
- control of corporate risks; and
- market transparency and the balancing of the interests of all shareholders.
These regulations define a standard framework for governance structures, as well as organisational and managerial rules intended to enhance the role played by Snam as an entity that strategically performs management and coordination activities, while also taking adequate consideration of the legal autonomy and principles of proper corporate and business management of its Subsidiaries. Partly for this reason, the regulations have also been adopted by the Boards of Directors of the Subsidiaries.
15 Please see AEEGSI Resolution of 14 November 2013, No. 515/2013/R/gas.