Foreword
This Report, approved by the Board of Directors on 16 March 2016 on the recommendation of the Remuneration Committee, in accordance with current legislative and regulatory requirements1, defines and describes:
- in the first section: the Policy adopted for 2016 by Snam S.p.A. (hereinafter “Snam” or the “Company”) for the remuneration of directors, the Chief Operating Officer and managers with strategic responsibilities2, while setting out the general objectives of the Company, the boards involved and the procedures used for adopting and implementing the Policy. The general principles and the guidelines set out in Snam’s Policy also apply for the purposes of determining the remuneration policies of the companies directly or indirectly controlled by Snam;
- in the second section: the compensation paid in 2015 to Snam’s directors, statutory auditors (individually) and managers with strategic responsibilities (collectively).
The Remuneration Policy illustrated in this Report has also been adopted by the Company, as provided for by Consob Regulation No. 17221/2010 on the subject of related-party transactions, and pursuant to Article 10.6 of the Procedure “Transactions Involving Interests of Directors and Statutory Auditors and Related-Party Transactions” (“Related Party Procedure”) approved by the Board of Directors on 30 November 2010, as amended.
The Policy described in the first section of the Report was prepared in line with the remuneration recommendations contained in the Code of Corporate Governance introduced by Borsa Italiana S.p.A. (hereinafter, the “Code of Corporate Governance”), as most recently amended in the new edition of the Code in July 2014, and these recommendations were adopted by the Board of Directors on 30 October 2014.
The text of this Report is made available to the public at the Company’s registered office and on its website and the website3 of Borsa Italiana no later than 21 days prior to the date of the Shareholders’ Meeting called to approve the 2015 financial statements and to give its opinion, through a non-binding decision, on the first section of this Report in accordance with current regulations4.
1 Article 123-ter of Legislative Decree No. 58/98 and Article 84-quater of the Consob Issuer Regulations (Resolution No. 11971/99 as amended and supplemented).
2 Included within the definition of “managers with strategic responsibilities”, pursuant to Article 65, paragraph 1-quater of the Issuer Regulations, are those persons having direct or indirect authority and responsibility for the planning, management and control of Snam. Snam’s managers with strategic responsibilities who are not directors or statutory auditors and in addition to the Chief Operating Officer are the members of the Executive Committee (Head of the Legal and Corporate Affairs and Compliance Department, Head of Business Development and Overseas Activities, Head of Human Resources, Organization & Security and Head of Planning, Administration, Finance and Control).
3 The text is published in the “Ethics and Governance” section of the Company’s website.
4 Article 123-ter, paragraph 6 of Legislative Decree No. 58/98.
