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Change Report

Compensation paid in 2016

Table 1
Compensation paid to Directors, Auditors and Managers with Strategic Responsibilities

The table below lists the payments made to Directors, Auditors and, at aggregate level, to Managers with Strategic Responsibilities1.

Details of the payments passed on by Snam to other companies are provided; details of other payments received by subsidiaries and/or associates are not given because they are passed on in full to the Company. Persons who have held these positions, even for a portion of the year, are included.

In particular:

  • the column “Fixed payments” includes fixed payments and remuneration of employees due in 2016 before the deduction of social security and tax contributions. Refunds for flat-rate expenses and attendance fees are excluded as no provision is made. The note gives details of the payments as well as separate information about any employment related indemnity or payments;
  • the column “Compensation for participation in Committees” lists the payments due to Directors for participation in Committees established by the Board. The note gives separate details of payments for each committee the director participates in;
  • the column “Non-equity variable payments” lists, in the item “Bonuses and other incentives”, the incentives for the year following the vesting of the rights after the verification and approval of the performance results by the competent corporate bodies, in accordance with the specifications, with more details given in the Table “Monetary incentive plans for Directors and Managers with Strategic Responsibilities”;
  • the column “Non-monetary benefits” gives the values of the fringe benefits awarded;
  • the column “Total” gives the sum of the previous items;
  • the columns “Non-equity variable payments/Profit sharing”, “Other payments”, “Fair Value of equity payments” do not contain any figures as there are none for 2016;
  • the column “Severance pay or termination of employment” lists the payments vested for terminations that took place during the course of the year or in relation to the end of the mandate and/or employment.

1 The prerequisites required by existing legislation for disclosure on an individual basis do not exist.

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TABLE 1 – REMUNERATION PAID TO DIRECTORS, STATUTORY AUDITORS AND MANAGERS WITH STRATEGIC RESPONSIBILITIES

(amounts in € thousand)

 

 

 

 

 

Non-equity variable compensation

 

 

 

 

First name and surname

Notes

Post

Term of office

Expiry of office

Fixed remun­eration

Com­pen­sation for Committee mem­ber­ship

Bonuses and other incentives

Profit-sharing

Non-mone­tary benefits

Other com­pen­sation

Total

Fair Value of equity compen­sation

Severance indemnities for end of office or termi­nation of employ­ment

1

Lorenzo Bini Smaghi – Chairman of the Board of Directors
(a) for the period from 1 January 2016 to 26 April 2016, includes, pro-rata, the annual fixed pay established by the Shareholders' Meeting of 26 March 2013 (€ 40,000) and the annual fixed pay for the awards approved by the Board on 26 October 2012 (€ 360,000).
(b) for the period from 1 January 2016 to 26 April 2016, includes, pro-rata, the annual payment (€ 7,000) for participation, as a member, of the Appointments Committee.

2

Carlo Malacarne – Chairman of the Board of Directors / CEO
(a) The amount of € 184,000 for the period from 27 April 2016 to 31 December 2016, includes, pro-rata, the annual fixed pay established by the Shareholders' Meeting of 27 April 2016 (€ 270,000).
(b) The amount includes the payment of € 550,000 relating to the 2016 annual monetary incentive and € 1,201,250 relating to the amounts due from rights that have accrued under the scope of medium/long-term incentive plans awarded in the period 2013-2015.
(c) The amount includes € 4,981,754 for indemnity for termination of employment, € 860,000 for the non-compete agreement, € 314,569 for legally-required severance pay, as well as € 5,000 for the novation agreement.

3

Marco Alverà – CEO / General Manager
(a) The amount of € 700,000 for the period from 27 April 2016 to 31 December 2016, corresponds, pro rata, to the gross annual salary of € 970,000 (established by the Board of Directors at the meeting of 31 May 2016 for the position of CEO) and absorbs the payment of € 70,000 established by the Shareholders' Meeting of 27 April 2016 for the position of Board Member. Added to this amount are the payments due for travel expenses, domestically and abroad, in line with the provisions of the collective agreement and the supplementary company agreements totalling € 4,709. The amount of € 133,000 corresponds, pro rata, to the gross annual salary of € 550,000 (established by the Board of Directors at the meeting of 8 January 2016 for the role of General Manager). Added to this amount are the payments due for travel expenses, domestically and abroad, in line with the provisions of the collective agreement and the supplementary company agreements totalling € 1,020.
(b) The amount includes the payment of € 165,000 as an entry bonus (established by the Board of Directors at the meeting of 8 January 2016).

4

Alberto Clô – Director
The amount:
(a) for the period from 1 January 2016 to 26 April 2016, corresponds, pro rata, to the annual fixed payment established by the Shareholders' Meeting of 26 March 2013 (€ 40,000).
(b) for the period from 1 January 2016 to 26 April 2016, includes, pro-rata, the annual payment (€ 10,000) for participation, as Chairman, in the Appointments Committee.

5

Andrea Novelli – Director
The amount:
(a) for the period from 1 January 2016 to 26 April 2016, includes, pro rata, the annual fixed payment established by the Shareholders' Meeting of 26 March 2013 (€ 40,000). The amount is paid to the affiliated companies (Cassa Depositi e Prestiti S.p.A.).
(b) for the period from 1 January 2016 to 26 April 2016, includes pro rata the annual fixed payments for participation, as a member, in the Remuneration Committee (€ 10,000) and participation, as a member, in the Control and Risks Committee (€ 20,000). The payments are made to Cassa Depositi e Prestiti S.p.A.

6

Elisabetta Oliveri – Director
The amount:
(a) for the period from 1 January 2016 to 26 April 2016, includes, pro rata, the annual fixed payment established by the Shareholders' Meeting of 26 March 2013 (€ 40,000); for the period from 27 April 2016 to 31 December 2016, includes, pro rata, the annual fixed payment established by the
Shareholders' Meeting of 27 April 2016 (€ 70,000).
(b) for the period from 1 January 2016 to 26 April 2016, includes, pro rata, the annual fixed payments for participation, as Chairman, in the Remuneration Committee (€ 15,000) and participation, as a member, in the Appointments Committee (€ 7,000); for the period from 11 May 2016 to 31 December 2016, includes, pro rata, the annual fixed payments for participation, as Chairman, in the Control and Risks and Related-Party Transactions Committee (€ 30,000) and participation, as a member, in the Remuneration Committee (€ 15,000).

7

Francesco Gori – Director
The amount:
(a) for the period from 1 January 2016 to 26 April 2016, corresponds, pro rata, to the annual fixed payment established by the Shareholders' Meeting of 26 March 2013 (€ 40,000); for the period from 27 April 2016 to 31 December 2016, includes, pro rata, the annual fixed payment established by the
Shareholders' Meeting of 27 April 2016 (€ 70,000).
(b) for the period from 1 January 2016 to 26 April 2016, includes, pro-rata, the annual payment for participation, as Chairman, in the Control and Risks Committee (€ 30,000); for the period from 11 May 2016 to 31 December 2016, includes, pro-rata, the annual payment for participation, as
Chairman, in the Appointments Committee (€ 20,000).

8

Pia Saraceno – Director
The amount:
(a) for the period from 1 January 2016 to 26 April 2016, corresponds, pro rata, to the annual fixed payment established by the Shareholders' Meeting of 26 March 2013 (€ 40,000).
(b) for the period from 1 January 2015 to 26 April 2016, includes pro rata the annual fixed payments for participation, as a member, in the Control and Risks Committee (€ 20,000) and participation, as a member, in the Remuneration Committee (€ 10,000).

9

Yunpeng He – Director
The amount:
(a) for the period from 1 January 2016 to 26 April 2016, includes, pro rata, the annual fixed payment established by the Shareholders' Meeting of 26 March 2013 (€ 40,000); for the period from 27 April 2016 to 31 December 2016, includes, pro rata, the annual fixed payment established by the Shareholders' Meeting of 27 April 2016 (€ 70,000). The amount is paid to State Grid International Development Limited.
(b) for the period from 11 May 2016 to 31 December 2016, includes, pro-rata, the annual fixed payment for participation, as Chairman, in the Sustainability Committee (€ 15,000).

10

Sabrina Bruno – Director
The amount:
(a) for the period from 1 January 2016 to 26 April 2016, corresponds, pro rata, to the annual fixed payment established by the Shareholders' Meeting of 26 March 2013 (€ 40,000); for the period from 27 April 2016 to 31 December 2016, includes, pro rata, the annual fixed payment established by the
Shareholders' Meeting of 27 April 2016 (€ 70,000).
(b) for the period from 1 January 2016 to 26 April 2016, includes, pro-rata, the annual fixed payment for participation, as Chairman, in the Control and Risks Committee (€ 20,000); for the period from 11 May 2016 to 31 December 2016, includes, pro rata, the annual fixed payments for participation,
as Chairman, in the Sustainability Committee (€ 20,000) and for participation, as a member, in the Control and Risks and Related-Party Transactions Committee (€ 20,000).

11

Monica de Virgiliis – Director
The amount:
(a) for the period from 27 April 2016 to 31 December 2016, corresponds, pro rata, to the annual fixed payment established by the Shareholders' Meeting of 27 April 2016 (€ 70,000).
(b) for the period from 11 May 2016 to 31 December 2016, includes, pro rata, the annual fixed payments for participation, as Chairman, in the Remuneration Committee (€ 20,000) and participation, as a member, in the Appointments Committee (€ 15,000).

12

Lucia Morselli – Director
The amount:
(a) for the period from 27 April 2016 to 31 December 2016, corresponds, pro rata, to the annual fixed payment established by the Shareholders' Meeting of 27 April 2016 (€ 70,000).
(b) for the period from 11 May 2016 to 31 December 2016, includes, pro rata, the annual fixed payments for participation, as a member, in the Control and Risks and Related-Party Transactions Committee (€ 20,000) and participation, as a member, in the Sustainability Committee (€ 15,000).

13

Alessandro Tonetti – Director
The amount:
(a) for the period from 27 April 2016 to 31 December 2016, corresponds, pro rata, to the annual fixed payment established by the Shareholders' Meeting of 27 April 2016 (€ 70,000).
(b) for the period from 11 May 2016 to 31 December 2016, includes, pro rata, the annual fixed payments for participation, as a member, in the Remuneration Committee (€ 15,000) and participation, as a member, in the Appointments Committee (€ 15,000).

14

Massimo Gatto – Board of Statutory Auditors
The amount:
(a) for the period from 1 January 2016 to 26 April 2016, includes, pro-rata, the annual fixed payment established by the Shareholders’ Meeting of 26 March 2013 (€ 60,000) for participation, as Chairman, in the Board of Statutory Auditors; for the period from 27 April 2016 to 31 December 2016, includes, pro-rata, the annual fixed payment established by the Shareholders’ Meeting of 27 April 2016 (€ 60,000) for participation, as Standing Auditor, in the Board of Statutory Auditors.

15

Leo Amato – Board of Statutory Auditors
The amount:
(a) for the period from 1 January 2016 to 26 April 2016, corresponds, pro-rata, to the annual fixed payment established by the Shareholders’ Meeting of 26 March 2013 (€ 40,000) for participation, as Standing Auditor, in the Board of Statutory Auditors; for the period from 27 April 2016 to 31 December 2016, includes, pro-rata, the annual fixed payment established by the Shareholders’ Meeting of 27 April 2016 (€ 80,000) for participation, as Chairman, in the Board of Statutory Auditors.

16

Stefania Chiaruttini – Board of Statutory Auditors
The amount:
(a) for the period from 1 January 2016 to 26 April 2016, corresponds, pro-rata, to the annual fixed payment established by the Shareholders’ Meeting of 26 March 2013 (€ 40,000) for participation, as Standing Auditor, in the Board of Statutory Auditors.

17

Maria Luisa Mosconi – Board of Statutory Auditors
The amount:
(a) for the period from 27 April 2016 to 31 December 2016, corresponds, pro-rata, to the annual fixed payment established by the Shareholders' Meeting of 27 April 2016 (€ 60,000) for participation, as Standing Auditor, in the Board of Statutory Auditors.

18

Managers with strategic responsibilities
(a) The amount of € 1,305,000 paid as Gross Annual Salary and the payments due for travel expenses, domestically and abroad, in line with the provisions of the collective agreement and the supplementary company agreements totalling € 12,009.
(b) The amount includes the payment of € 520,000 relating to the 2016 annual monetary incentive, € 363,350 relating to the deferred monetary incentive awarded in 2013 and the payment of € 302,925 relating to the long-term monetary incentive awarded in 2013.

Board of Directors

 

 

 

 

 

 

 

 

 

 

 

Lorenzo Bini Smaghi

(1)

Chairman

01.01 - 26.04

04.16

129 (a)

2 (b)

 

 

 

 

131

 

 

Carlo Malacarne

(2)

Chairman

27.04 - 31.12

 

184 (a)

 

 

 

 

 

184

 

 

CEO

01.01 - 26.04

04.16

634 (a)

 

1,751 (b)

 

6

 

8,553

 

6,161 (c)

Marco Alverà

(3)

CEO

27.04 - 31.12

 

700 (a)

 

 

 

8

 

708

 

 

COO

15.01 - 26.04

 

133 (a)

 

165 (b)

 

2

 

300

 

 

Alberto Clò

(4)

Director

01.01 - 26.04

04.16

13 (a)

3 (b)

 

 

 

 

16

 

 

Andrea Novelli

(5)

Director

01.01 - 27.04

04.16

13 (a)

10 (b)

 

 

 

 

23

 

 

Elisabetta Oliveri

(6)

Director

01.01 - 31.12

04.19

60 (a)

36 (b)

 

 

 

 

96

 

 

Francesco Gori

(7)

Director

01.01 - 31.12

04.19

60 (a)

23 (b)

 

 

 

 

83

 

 

Pia Saraceno

(8)

Director

01.01 - 26.04

04.16

13 (a)

10 (b)

 

 

 

 

23

 

 

Yunpeng He

(9)

Director

01.01 - 31.12

04.19

60 (a)

10 (b)

 

 

 

 

70

 

 

Sabrina Bruno

(10)

Director

01.01 - 31.12

04.19

60 (a)

32 (b)

 

 

 

 

92

 

 

Monica de Virgiiis

(11)

Director

27.04 - 31.12

04.19

48 (a)

22 (b)

 

 

 

 

70

 

 

Lucia Morselli

(12)

Director

27.04 - 31.12

04.19

48 (a)

22 (b)

 

 

 

 

70

 

 

Alessandro Tonetti

(13)

Director

27.04 - 31.12

04.19

48 (a)

19 (b)

 

 

 

 

67

 

 

Board of Statutory Auditors:

 

 

 

 

 

 

 

 

 

 

Massimo Gatto

(14)

Chairman

01.01 - 26.04

04.16

19 (a)

 

 

 

 

 

19

 

 

Standing auditor

27.04 - 31.12

04.19

41 (a)

 

 

 

 

 

41

 

 

Leo Amato

(15)

Standing auditor

01.01 - 26.04

04.16

13 (a)

 

 

 

 

 

13

 

 

Chairman

27.04 - 31.12

04.19

54 (a)

 

 

 

 

 

54

 

 

Stefania Chiaruttini

(16)

Standing auditor

01.01 - 26.04

04.16

13 (a)

 

 

 

 

 

13

 

 

Maria Luisa Mosconi

(17)

Standing auditor

27.04 - 31.12

04.19

41 (a)

 

 

 

 

 

41

 

 

Managers with strategic responsibilities (18)

1,305 (a)

 

1,676 (b)

 

50

 

3,031

 

 

 

 

 

Grand Total

3,689

189

3,592

 

66

 

13,698

 

6,161

Table 2
Stock options granted to Directors and to Managers with Strategic Responsibilities

The latest share-based plan was granted in 2008 and the deadlines for the purchase rights expired in 2014, therefore there are no figures to include in table 2.

Table 3
Monetary incentive plans for Directors and Managers with Strategic Responsibilities

The table below lists the variable incentives of a monetary nature, short-term and long-term, for the CEO and, at aggregate level, for Managers with Strategic Responsibilities.

In particular:

  • the column “Bonus for the year that can be paid/has been paid”: contains the Annual Monetary Incentive paid in the year based on the actual performance figures of the competent company bodies in relation to the objectives defined for 2015;
  • the column “Bonus for the year - deferred”: contains the basic incentive awarded in the implementation year of the Long-Term Monetary Incentive Plan (IMLT);
  • the column “Deferment period”: gives the length of the vesting period for incentives deferred and long-term incentives awarded during the year;
  • the column “Previous year bonuses - that can no longer be paid”: does not contain any information because the conditions for the payment or partial payment of the bonus were not verified in accordance with the provisions in the Plan Regulations;
  • the column “Previous year bonuses - that can be/have been paid”: contains the long-term variable incentives paid in the year, which have accrued based on the performance conditions of the vesting period;
  • the column “Previous year bonus - still deferred”: contains the incentives awarded in relation to existing deferred and long-term plans not yet vested;
  • the column “Other Bonuses”: does not have any information as no other bonuses were paid.

The Total of the columns “Bonuses for the year- which can be/have been paid” and “Previous year bonuses - which can be/have been paid” coincides with the information in the column “Bonuses and the incentives” in Table 1.

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TABLE 3 – MONETARY INCENTIVE PLANS FOR THE DIRECTORS, GENERAL MANAGER OPERATIONS AND OTHER MANAGERS WITH STRATEGIC RESPONSIBILITIES

(amounts in € thousand)

Yearly bonus

Bonuses for previous years

 

First name and surname Post

Plan

payable/ paid

deferred

deferral period

no longer payable

payable/ paid (2)

still deferred

Other bonuses

(1)

From 1 January 2016 to 26 April 2016, the position of CEO was held by Eng. Carlo Malacarne. Annual Monetary Incentive Plan (IMA 2016) was paid off in March 2016 while Deferred Monetary Incentive Plan (IMD) and Long-Term Monetary Incentive Plan (IMLT) were paid off in May 2016 with severancepay.

(2)

Disbursement relating to:
- the deferred monetary incentive awarded in 2013 in relation to EBITDA performance in the three-year period 2013-2015
- the long-term monetary incentive awarded in 2013 in relation to the adjusted net profit result, in relative terms with respect to a peer group, achieved in the three-year period 2013-2015.

Marco Alverà CEO (1)

2016 Deferred Monetary Incentive Plan
BoD 26/07/2016

 

339.5

three-yearly

 

 

 

 

2016 Long-Term Monetary Incentive Plan
BoD 27/09/2016

 

485.0

three-yearly

 

 

 

 

Total

 

 

824.5

 

 

 

 

 

Managers with Strategic Responsibilities

2016 Annual Monetary Incentive Plan
BoD 16/03/2016

520.0

 

 

 

 

 

 

2016 Deferred Monetary Incentive Plan
BoD 26/07/2016

 

371.5

three-yearly

 

 

 

 

2016 Long-Term Monetary Incentive Plan
BoD 27/09/2016

 

503.5

three-yearly

 

 

 

 

2015 Deferred Monetary Incentive Plan
BoD 28/07/2015

 

 

 

 

 

367.5

 

2015 Long-Term Monetary Incentive Plan
BoD 27/10/2015

 

 

 

 

 

479.5

 

2014 Deferred Monetary Incentive Plan
BoD 29/07/2014

 

 

 

 

 

335.0

 

2014 Long-Term Monetary Incentive Plan
BoD 30/10/2014

 

 

 

 

 

411.0

 

2013 Deferred Monetary Incentive Plan
Award: BoD 30/07/2013 Payment: BoD 16/03/2016

 

 

 

 

363.3

 

 

2013 Long-Term Monetary Incentive Plan
Award: BoD 29/10/2013 Payment: BoD 26/07/2016

 

 

 

 

302,7

 

 

Total

 

520

875

 

 

666

1,593

 

TOTAL

 

520

1,700

 

 

666

1,593

 
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