Anticorruption and bribery

Relevance and related risks

Snam considers business integrity as essential to its social and economic relations and acknowledges corruption as a major threat to their development. The Company therefore considers these topics as material and promotes business conduct in compliance with legislation and the fight against corruption on a national and international level, both in relations with public officials and private parties.

The risk of corruption is present in various areas of business activity, also involving the relationships inherent in the supply chain. The occurrence of illicit actions in these areas could imply sanctions and possible repercussions on the performance of Snam activity, as well as serious damage to reputation.

The complete list of risks in the prevention of active and passive corruption is as follows:

• risk of possible violation of rules and regulations in relation to corruption in legal and non-compliance risks;
• risk of maintaining an adequate reputation profile for suppliers and subcontractors in legal and non-compliance risks.

The more extensive description of the risk of fraud and corruption and, more generally, of the legal and non-compliance risks is reported in the chapter on Elements of risk and uncertainty in the Integrated Report on operations.

Policies, commitments and management model

Anticorruption Compliance Programme

In establishing and maintaining an Anticorruption Compliance Programme, Snam has not limited itself to the adoption of Model 231 (focused on preventing the predicate offences for the criminal administrative liability of the company, including corruption offices) but, in keeping with the provisions of international best practice and guidance, it also implemented the following tools⁵⁹:

• “Top level commitment", that is the senior management's commitment to the fight against corruption;
• adoption of specific anticorruption policies;
• establishment of an Anticorruption Legal Function (Ethics & Antibribery);
• anticorruption due diligence concerning the contractual/business counterparties;
• monitoring by an external and independent adviser to verify the actual knowledge and implementation of the above-mentioned procedures;
• awareness of staff through training and information activities;
• disciplinary measures in the event of breach of the anticorruption rules;
• a periodic risk assessment.

The cooperation with Transparency International and other initiatives

In October 2016, Snam and Transparency International executed an agreement to develop a partnership in the context of the Global Corporate Supporters Forum promoted by the ONG. By virtue of this agreement Snam was the first Italian business to become an international partner of the Forum, which was established to group the undertakings standing out for their integrity in the management of the business, in compliance with the standards of good governance, transparency and responsibility promoted by Transparency International in the context of the global commitment to fight corruption and in favour of an ethical corporate behaviour.

The partnership - through a Memorandum of Understanding - formalised the principles of cooperation of Transparency International with Snam in the management of the anticorruption programmes and of the policy of fight against fraud and irregularities, conflicts of interest and whistleblowing, among the other measures aimed at strengthening the highest anticorruption standards acknowledged by Transparency International.

In 2017, Snam participated in initiatives promoted by the OECD and the Ministry of Foreign Affairs, taking part in the Global Forum on Responsible Business Conduct of the OECD held in Paris on 30 June: it was the first private company in the world to be part of the panel devoted to the discussion of the approaches to due diligence in the context of the fight against corruption and the protection of human rights. Since 2017, Snam has also been a member of the Business and Industry Advisory Committee (BIAC) - the first Italian private company to do so.

In 2018, Snam took part in a series of events, including the 27^th Session of the United Nations Commission on Crime Prevention and Criminal Justice organised at the United Nations in Vienna, by the Ministry of Foreign Affairs and International Cooperation (MAECI) in conjunction with Transparency International, the Business Integrity Forum Roadshow 2018, organised by Transparency International Italy in June and the Working Party on State Ownership and Privatisation Practices organised by the OECD in Paris in November.

In October 2018, at the Transparency International 18^th International Anti-Corruption Conference, Snam renewed its partnership with Transparency International for another two years, confirming its zero tolerance policy with regard to corruption and its commitment to uphold the globally recognised best practices in transparency and business ethics.

Lastly, in December Snam took part to the Italian Business Integrity Day (IBID) held at the Italian Embassy in Washington, where the Company intervened in a round table regarding preventive approaches, management of the counterparty risk and new business strategies, aimed at making efficient the internal anticorruption control system.

Highlights of the Anticorruption Procedure

• Prohibition of corruption without exception vis-à-vis any public or private person
• Specific rules and controls concerning the activities identified as being potentially at risk and the activities concerning the actual implementation of anticorruption compliance
• Clear distinction between permitted and prohibited behaviours
• Special attention to the relations with Public Officials and with suppliers and subcontractors and, generally, with business partners
• Establishment of the Ethics & Antibribery dedicated function
• Monitoring activity involving management and training launched in 2016 for 1,442 participants, continued in 2017 and, lastly in 2018, delivered to 112 new hired.
• Preparation of the “Mini Guide to Anti-Corruption” distributed to all Snam People by way of easily-consulted support that aims to reinforce the anti-corruption culture
• Example of “absolute excellence” by Transparency International Italia following its “Assessment on Transparency in Reporting on Anti-Corruption”, also confirmed by the presentation of the new “Italian Business Integrity of Transparency”
• 2,074 reputational checks carried out in respect of counterparties (suppliers and subcontractors) in 2018

The Anti-Corruption Guideline is an integral part of a broader system of ethical control of the business aimed at ensuring that Snam complies with both national and international Anti-corruption Laws and the best international standards in the fight against corruption, also in order to protect Snam’s reputation. Among other things, the Anti-Corruption Guideline focuses on the selection of suppliers and business partners, on the management of the relations with them and on the relevant contractual protection clauses.

The Anticorruption Guideline applies to Snam and its Subsidiaries and is also notified to the other subsidiaries so as to promote behaviours and information flows consistent with the ones expressed by Snam. Furthermore, Snam uses its influence, to the extent reasonable according to the circumstances, so that the companies and the entities in which Snam owns a non-controlling shareholding and business partners meet the standards specified in the Anticorruption Policy.

The Anticorruption Guideline may be viewed on the Company’s Website.

Performance Indicators

Below are the representative indicators of the results of the management of the aspects related to the prevention of corruption, with indication of the reference GRI standard.

In 2018, the training cycle launched in 2016 continued with the aim of reducing the concept of business ethics, legality and anti-corruption in the daily operating reality, enabling the participants to recognise potential Red Flags and manage them. The training on these issues has in fact a cyclical trend that follows the evolution of the regulations applicable to the Company and the related update of the internal regulatory system.