The Board of Directors
The Board of Directors has an high degree of:
- independence, with 5 out of 9 Directors qualified as independent pursuant to the Consolidated Finance Law and the Code of Corporate Governance;
- representativeness, with a third of its members elected in the lists submitted by the minority shareholders;
- gender diversity in particular: 44% of its directors are women, one of the highest values observed in companies listed on the Italian Stock Exchange (Borsa).
The Board of Directors is the central body of the Snam’s corporate governance system and is vested with the broadest powers for the ordinary and extraordinary company management. The Board, appointed by the Shareholders’ Meeting of 27 April 2016, is composed by nine directors who will remain in office for a period of three years. The Board of Directors plays a central role in overseeing the company’s commitment to sustainable development along the value chain, which is then presented at the Shareholders’ Meeting. The Board is assisted in these tasks by the Sustainability Committee, which plays a proactive and consulting role and it is composed by three non-executive directors, two of which are independent, including the Chairman.
| Download XLS (17 kB) |
|
Last term of office |
Current term of office |
FTSE MIB average |
||||
|
|||||||
Number of Directors |
9 |
9 |
12.5* |
||||
Directors elected by the minority |
3 (33.3%) |
3 (33.3%) |
2 (14.6*) |
||||
Least-represented gender in the BoD |
33% |
44.4% |
31.8% * |
||||
Independent Directors |
56% |
56% |
60% * |
||||
Average age of Directors |
56 |
54 |
57.9 |
||||
Status of Chairman |
Non-executive |
Non-executive |
Non-executive 75%** |
||||
Existence of Lead Independent Director |
no |
no |
16%* |
||||
Length of office of Directors in the BoD
Expertise by competence areas (%)
Directors’ expertise (%)
Protecting Human Rights
Snam recognises as principles those human rights connected to the personal, labour and the environmental protection domains with respect to all settings in which it operates.
In relation to these aspects Snam also adopted a human rights policy through which it pledges to prevent and repudiate:
- any type of discrimination, violence, forced labour or child labour;
- any form of sexual harassment or that referring to the personal and cultural diversity of individuals;
- harassment or attitudes in any way attributable to bullying.
- The Human Rights Policy also reiterates its commitment to promote the welfare of people, whether as individuals or as part of the social groups based on the following principles and management guidelines:
- safeguarding the dignity, freedom and equality of human beings;
- protecting jobs, working conditions and trade-union freedoms;
- the confidentiality of personal data;
- the protection of health and safety;
- guaranteeing professional growth and pay strictly on a merit and skills base;
- the protection of the system of values and principles on transparency and sustainable development matters.
* The European House – Ambrosetti S.p.A., L’osservatorio sull’eccellenza dei sistemi di governo in Italia, 2017 Edition. The data refers to FY 2016 and is taken from public sources, such as the 2016 Financial Statements and the Report on Corporate Governance published in the spring of 2017.
** Assonime – La corporate Governance in Italia: autodisciplina, remunerazione e comply-or-explain (2017), Abstract Notes e Studies. The 2017 survey includes 221 Italian companies, listed as at 31 December 2016, the Reports of which were available at 15 July 2017. The figure refers to the average number of companies in the FTSE MIB in which the Chairman is not Chairman-CEO.