Managers with Strategic Responsibilities

Fixed remuneration

The fixed remuneration is calculated based on the position and responsibilities assigned taking into consideration the average remuneration levels on the market for positions with similar levels of responsibility and managerial complexity in large national companies and can be regularly adjusted under the scope of the annual salary review which involves all management.

Taking into consideration the reference context, current market trends and in continuation of 2016, the 2017 Guidelines include selective criteria while maintaining high levels of competitiveness and motivation. Specifically, the proposed actions involve adjustment measures directed at those in positions where the scope of responsibility has been extended or in positions not higher than the market median references. In addition, in the capacity of Snam senior managers, Directors with Strategic Responsibilities receive compensation due for travel expenses, domestically and abroad, in line with the provisions of the national collective agreement and supplementary company agreements.

Short-term variable incentives

The Annual Monetary Incentive Plan (IMA) includes pay calculated with reference to the results of Snam and of individuals with a target incentive level (performance = 100) and a maximum level (performance = 130) differentiated according to the level of the position held up to a maximum of respectively 40% and 52% of the fixed remuneration. A threshold level is set (performance = 85) below which the short-term incentive is not delivered.

For Managers with Strategic Responsibilities, the annual variable incentive is calculated partly (50%) on the company results compared with the targets assigned to the CEO by the Board of Directors on 2 February 2017, and partly (50%) on a series of individual targets (focused on the economic/financial, operating and business performance, internal efficiency and sustainability) assigned in relation to the scope of responsibility of the position held, in line with the provisions of the Company’s performance Plan.

Long-term variable incentives

In line with the provisions for the CEO, Managers with Strategic Responsibilities are part of the 2017-2019 shared-based Long-Term Incentive Plan (ILT) for managerial roles which have a great impact on company results. This Plan has the same performance conditions and characteristics as the Plan for the CEO. For Managers with Strategic Responsibilities the incentive assigned is differentiated by the level of the position up to a maximum of 150% of the fixed remuneration. The number of shares granted at the end of the three-year (vesting) period is calculated in relation to the results achieved.

Terms in the case of termination of office or employment

For Managers with Strategic Responsibilities the provisions include the termination of employment terms established by the national collective agreement and any supplementary terms agreed individually at the time of termination in accordance with the criteria established by Snam.

The effects of any termination of employment for Managers with Strategic Responsibilities on the rights assigned under the scope of long-term incentive plans are described in the allocation regulations. Specifically, in order to foster the retention of resources, it is provided that, in the case of the mutual termination of employment during the vesting period, the beneficiary keeping the right to the incentives reduced in relation to the period elapsed between the allocation of the based incentive and the occurrence of this event. No provision is due in cases of unilateral termination by the Company or for voluntary resignation or for just cause or if due to achieving objectively inadequate results.

Benefits

In continuation of the Policy implemented in 2016 and the provisions of national agreements and supplementary company agreements for Snam senior management, Managers with Strategic Responsibilities come under the supplementary pension (FOPDIRE), the supplementary healthcare benefits scheme (FISDE)⁷ and life and disability insurance cover, as well as a company car for personal and business use.