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Board of Directors

With regard to remuneration, the Board of Directors, in line with the Snam corporate governance system and rules1:

decides, on a proposal from the Remuneration Committee and having listened to the opinion of the Board of Statutory Auditors, the remuneration of Directors vested with specific duties and the remuneration for being on board committees;

defines the remuneration policy for directors, general managers and executives with strategic responsibility of the Company and its Subsidiaries, as well as the relevant compensation systems, upon recommendation from the Remuneration Committee;

defines the remuneration of the Internal Audit Manager consistent with the Company’s remuneration policies after checking with the Remuneration Committee;

implements the compensation plans based on shares or financial instruments resolved upon by the Shareholders’ Meeting;

approves the Remuneration Report to be presented to the Shareholders’ Meeting;

assesses, following consultation with the Remuneration Committee, the contents of the vote on the Remuneration Report carried out by the Shareholders’ Meeting and the proposals of the Committee on the adequacy, overall coherence and application of the Remuneration Policy adopted for Directors and Managers with strategic responsibilities.

In compliance with the recommendations of the Code of Corporate Governance, the Board of Directors is supported, as far as remuneration is concerned, by a committee of non-executive directors, the majority of whom are independent (Remuneration Committee) with proposal and advisory functions.

1 For more information on Snam’s corporate governance system, refer to the “Report on corporate governance and ownership structure” published in the “Ethics and Governance” section of the Company’s website (www.snam.it)

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