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Change Report

General principles

To implement the above-mentioned aims, the remuneration of Directors and Managers with Strategic Responsibilities was defined in line with the following principles and criteria:

  • remuneration structure capable of attracting, retaining and motivating people with high-quality professional skills;
  • pay of non-executive directors commensurate with the commitment required in relation to attendance at Board committees, with the differentiation of the pay of the Chairman compared with the members of each Committee, taking into consideration their role of coordinating operations and linking up with company bodies and corporate functions;
  • remuneration structure, for the Chairman, consisting of fixed pay in line the position held;
  • remuneration structure for the CEO and Managers with Strategic Responsibilities adequately balanced between: a fixed component consistent with regard to the powers and/or responsibilities assigned and a variable component defined within the maximum limits and aimed at tying in the remuneration with the performance defined;
  • consistency of the overall remuneration, in relation to the reference markets applicable for similar offices or positions of a similar level in terms of responsibilities and complexity, under the scope of the corporate panel comparable with Snam, through specific remuneration benchmarks created with the support of major consulting firms;
  • variable remuneration for executive positions broken down into a short-term component and a medium-/long-term component, featuring adequate deferral of the incentives, through the provision of a vesting period of at least three years;
  • significant impact, for executive positions and those which have a great influence over company results, of the long-term variable component, also share-based, from a perspective of the sustainability of results and the creation of value for shareholders in the medium-/long-term;
  • pre-determined targets connected to variable remuneration that can be measured and defined in order to ensure the remuneration of performance over both a short and a medium-/long term period through:
    1. the identification of the targets in the short-term incentive plans based on a balanced scorecard which brings out the best business and individual performance, in relation to the specific targets in the area of responsibility, and in line, as far as the managers of the internal control functions are concerned, with the tasks assigned to them;
    2. the identification of the targets in the long-term incentive plans in accordance with methods which allow the evaluation of company performance in the medium-/long-term with reference to the core business and the creation of value taking into consideration the strategic guidelines and sustainability;
  • evaluation of the performance targets assigned excluding the effects of external variables resulting from the development of the reference scenario, in order to develop effective individual contributions in achieving the assigned performance targets;
  • adoption of claw-back mechanisms aimed at the recovery of the variable part of pay which is not due because it is received on the basis of targets reached following wilful misconduct or grossly negligent conduct or on the basis of figures that subsequently prove to be manifestly incorrect;
  • benefits in line with the practices of reference remuneration markets and consistent with existing regulations, in order to complete and enhance the overall remuneration package taking into account the roles and/or responsibilities assigned, prioritising the pension and healthcare components;
  • any supplementary severance pay, for executive positions characterised by the “fixed-term” nature of the employment or featuring greater risks of competitive attraction, consistent with the remuneration;
  • possible use of non-compete agreements pursuant to Article 2125 of the Italian Civil Code intended to protect the interest of the company if employment with the Company comes to an end, with the provision of penalties for non-compliance.
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