Header Background




Aims and characteristics

Criteria and conditions for implementation



DIRS - Managers with strategic responsibilities


The plan will be submitted for the approval of the Shareholders’ Meeting called for 11 April 2017

Fixed remuneration

Adequately compensates the skills, professionalism and contribution required from the position held, with the goal of also supporting motivation for retention purposes

Fixed remuneration is calculated based on the position and the responsibilities assigned, with reference to the levels adopted for equivalent positions on the market with possible annual adjustments established for merit (continuity of individual performance) or for progression in the position/responsibility

Chairman: € 270,000 (including annual fixed pay for directors established by the Shareholders’ Meeting)
€ 970,000 (including annual fixed pay for directors established by the Shareholders’ Meeting)
commensurate with the responsibilities assigned and the position held

Short-term variable incentive (Annual Monetary Incentive)

Provided annually in a monetary form, it is an instrument that is helpful in motivating and directing management’s action in the short-term, in line with the corporate targets set by the Board of Directors.
The amount of the short-term incentive depends on the position held and company and individual performance results

Corporate/CEO Targets:
- Free Cash Flow (30%)
- Investments (20%)
- Operational Efficiency (30%)
- Development of non-regulated activities - CNG (10%)
- Sustainability (accident frequency index for employees and contract workers - DJSI, FTSE4GOOD and VigeoEurope indexes) (10%)
DIRS Targets: the AMI is calculated at 50% from the results of the targets assigned to the CEO and, for the remaining 50%, from individual targets (focused on economic/financial, operational and industrial performance, internal efficiency and sustainability)
Clauses Claw Back

Incentives provided depending on the results achieved in the previous year and evaluated in accordance with a performance scale of 70/130 points, with a minimum level for incentives equal to an overall performance of 85 points
CEO: 50% of the fixed remuneration for results of the corporate scheme equal to the target (score = 100); 65% of the fixed remuneration equal to the max (score = 130)
DIRS: percentages of variable incentive based on the position held, with a maximum of 40% of the fixed remuneration for results at the target and 52% of the fixed remuneration for results at the max

Share-based long-term variable incentive (Long-Term Incentive-LTI)**

Reserved for those holding positions with the most direct responsibility for company results, guarantees greater alignment between the interests of shareholders and the actions of management

Plan with annual granting and three-year vesting period
Indicators: EBITDA (60%);
Adjusted Net Profit (30%);
Sustainability (10%)
Incentive assignment: depending on the position held
Incentive provision: average of the results of the indicators in the three-year vesting period:
- EBITDA measured in relation to the budget on a linear scale;
- Adjusted Net Profit measured in relation to the budget on a linear scale;
- Sustainability measured on the basis of the annually defined targets.
Claw-back clauses

CEO: the maximum possible incentive is 210% of the fixed remuneration
variable incentive percentages based on the position held, with a maximum equal to 150% of the fixed remuneration


They are an integral part of the remuneration package and, by their nature, mainly involve healthcare or pensions

Continuously defined with the Policy implemented in recent years and in compliance with what is required by national negotiations and supplementary corporate agreements for senior management

The following are assigned to the entire senior management:
- supplementary pension scheme
- supplementary healthcare benefits
- forms of life and disability insurance cover
- car for personal and business use

Pay mix

The guidelines of the 2017 Remuneration Policy contain a pay mix consistent with the managerial position exercised. In the case of the CEO the weighting of the variable component is accentuated, compared with the rest of the managerial structure, which takes precedence over the fixed component. The pay mix for 2017 calculated with the minimum and maximum variable incentive levels is reported below.

Pay mix of the CEO

Shareholders’ meeting vote on section I of the 2016 Remuneration Report

As laid down by existing legislation, in 2016, the Snam Shareholders’ Meeting also took a vote in an advisory capacity on the first section of the Remuneration Report. The percentage of votes in favour was 95.80% of those present. Compared with previous years an increase in attendance was recorded for the third consecutive year. Compared with 2015, there was a significant increase in the presence of institutional investors which rose from 31.96% to 38.88%

Total votes
in favour

Pay mix used in 2015 (bar chart)

Votes in favour -
minority interests

Total votes in favour (bar chart)

In the five years of the implementation of the say on pay in Italy, Snam always obtained votes in favour of more than 95% of votes cast. The average consensus reached in the five-year reference period, equal to 97.08%, confirms Snam’s best practice role compared with the panel considered (FTSE MIB companies with: capitalisation of more than € 3 billion, total minority shareholders present at the meeting of more than 15%).

Even the average of votes in favour cast by minority interests (93.83%) confirms the high level of approval obtained (source: Georgeson).

Thread painting of gas flames (photo)
to pagetop