Prevention of active and passive corruption

Relevance and related risks

The relevant topics related to the fight against active and passive corruption, in relation to Snam’s activities, are as follows:

• Business integrity: Snam considers maintaining business integrity as vital for its economic and social relations, promoting that activities should be carried out in an honest, correct and fair manner in compliance with the principles and values on which the Group is based;
• Fight against corruption: Snam recognises corruption as a serious threat to its development. The Group believes that business should be conducted in full compliance with the rules and with a commitment to fighting against corruption nationally and internationally, in relations with both public and private officials.

The risk of corruption is present in various areas of business activity, also involving the relationships inherent in the supply chain. The occurrence of unlawful actions in these areas could imply sanctions and possible repercussions for Snam, as well as serious damage to its 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 within Legal and non-compliance risks;
• risk related to Maintaining an adequate reputation profile for suppliers and sub-contractors within 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 Risk and uncertainty factors in the Integrated Management Report.

Policies, commitments and management model

Anti-corruption Compliance Programme

Snam has defined an Anti-corruption Compliance Programme designed to identify and assess corruption risks inherent in exercising its business activities and to prevent the violation of both internal and external rules. This programme is not limited to adopting the 231 Model (aiming to prevent offences from which administrative liability for offences by the company arises, including corruption offences) but, consistent with the provisions of international guidelines and best practices, has also implemented the following instruments⁵⁹:

• Top level commitment, i.e. the commitment by the top management to fight corruption;
• the adoption of specific anti-corruption policies;
• the establishment of an Anti-corruption Legal Function (Ethics & Anti-bribery);
• anti-corruption due diligence for all business associates;
• the monitoring by an external and independent adviser to verify the actual knowledge and implementation of the above-mentioned procedures;
• raising the awareness of staff through training and information activities;
• disciplinary measures in the event of breaches of the anti-corruption rules;
• periodic risk assessment.

Collaboration with Transparency International and other initiatives

Since 2016 Snam has been working with Transparency International to develop a partnership under the scope of the Global Corporate Supporters Forum promoted by the NGO. By virtue of the agreement, Snam became one of the international partners of the Forum as the first Italian company. This Forum has been created with the aim of grouping together companies that stand out for their integrity in business management, in compliance with the standards of good governance, transparency and accountability promoted by Transparency International, in the framework of the global commitment against corruption and promoting ethical business conduct. This agreement was renewed for the next two years in October 2018 at the 18th International Anti-Corruption Conference of Transparency International.

The partnership — sealed with a Memorandum of Understanding — formalised the principles of the management of the anti-corruption programmes and policies of combating fraud and irregularities, conflict of interest and whistleblowing, among the other measures aimed at strengthening the highest anti-corruption standards acknowledged by Transparency International.

In 2019 thanks to Snam’s constant commitment to the issues of anti-corruption, business ethics, integrity and transparency, the company was involved in various initiatives, including:

• Anti-corruption & Integrity Forum and Working Party on Bribery Consultation at the OECD;
• Half-yearly Conference of the Partnering Against Corruption Initiative (PACI) of the World Economic Forum;
• Italian Business Integrity Day organised by the Foreign Ministry and Cooperation International in conjunction with the Italian Ambassador in Abu Dhabi, at the 8^th Conference of the Member States of the United Nations Convention Against Corruption.

In March 2019 the “Snam Model” was also presented to the convention on public ethics, transparency and legality promoted by the Municipality of Milan, Transparency International and the Polytechnic.

Between October and November 2019, Snam’s General Counsel was appointed the Vice-Chair of the Anti-corruption Committee of the BIAC and an effective member of the Compliance & Integrity Taskforce at the B20 under the chairmanship of Saudi Arabia.

Anti-corruption Compliance Programme Highlights

• Zero Tolerance Policy towards any form of corruption
• Specific rules and controls in relation to the activities identified as potentially “at risk” and to the activities concerning the effective implementation of anti-corruption compliance
• Clear distinction between permitted conduct and prohibited conduct
• Special attention to relations with public officials and with suppliers and sub-contractors and, in general, with all associated businesses
• Establishment of the Ethics & Anti-bribery dedicated function
• Annual monitoring activities with the involvement of managed
• Specific training launched in 2016 for over 1,442 participants, which continued in 2017 and 2018 for all new hires, and was updated in 2019 with regard to the corporate population involved (2,906 people)
• Preparation of the “Anti-corruption Mini Guide”, distributed to all Snam people, as something that can easily be consulted, directed at reinforcing the anti-corruption culture
• Example of “absolute excellence” from Transparency International Italy following its “Assessment on Transparency in Reporting on Anti-Corruption”
• 5,348 reputation checks were carried out into counterparties in 2019 (2,490 of which were suppliers and sub-contractors)

The Anti-corruption Guideline is an integral part of a broader corporate ethics control system, aimed at ensuring the compliance by Snam with national and international Anti-corruption Laws and with the best international standards in the fight against corruption, also 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 Anti-corruption Procedure applies to Snam and its subsidiaries and is also brought to the attention of investee companies, with the aim of promoting conduct and information flows consistent with those 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 Anti-corruption Guideline⁶⁰.

Performance Indicators

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

In 2019, 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 in fact follows a cyclical trend that follows the evolution of the regulations applicable to the Company and the related update of the internal regulatory system. The increase compared with 2018 is attributable to the “231 Model” and “Ethics and Anti-corruption” modules within the wider Compliance process provided by the Company in 2019 made available in an e-learning format with training videos of around 1 hour each.