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ITEN

Compensation Committee

Monica De Virgiliis

Monica De Virgiliis - Chairman

Independent director

Born in Turin in 1967.

Graduated in Electronic Engineering at the Politecnico of Torino in 1992 with honors.
In 1993 she joins Magneti Marelli as Production Engineer in the Electronics Division based in Pavia (Italy). In 1996 she joins the French Alternative Energies and Atomic Energy Commission (CEA) with the mission to develop collaborations with Italian companies. As a consequence of one of the most successful collaborations, with ST Microelectronics, in 2001 she joins STM as Business Development Manager for the Telecom Wireline Division based in Agrate Brianza (Italy).
In 2003 she becomes Strategic Alliances Director of Advanced System Technology Group and moves to the headquarters in Geneva. In 2004 she becomes Group Vice President in charge of the Systems and Business Development Division of the Wireless Group.
In 2006 she becomes General Manager of the Home Video Division and in 2007, in conjunction with the change of business model of the Wireless customers and the advent of the smartphone, she becomes General Manager of the Wireless Multimedia Division with a turnover of over one billion dollars, where she operates a successful transformation of the product portfolio and the business model. She is one of the architects of the acquisition of NXP-Wireless and the establishment of the joint venture with Ericsson.
She leaves ST-Ericsson in 2010 and newly joins ST Microelectronics putting her business experience at the disposal of the Corporate programs first as Group VP Corporate Organizational Development and then as Corporate Strategy and Mergers and Acquisitions.
In 2015 she joins Infineon as Vice President Industrial Microcontrollers based in Munich (Germany) where she operates a turnaround of the business line.
End 2016 she joins Octo Telematics as Chief Operations Officer of the subsidiary Mobility Solutions providing services at the intersection of the new technology, the sharing economy and the automotive.
She served on the Board of Directors of several startups in the years 2010-2014.
In April 2015 she joins the Board of Directors of Prysmian Group and in February 2016 the Board of Stevanato Group.
 

Related material:

> Shareholdings if held

> Internal dealing

Elisabetta Oliveri

Elisabetta Oliveri

Independent director

She was born in Varazze (SV) in 1963.
She graduated with honors in Electronic Engineering at the University of Genua.
She has been in office at management level in international companies.
She has been first General Manager and then CEO of Sirti S.p.A.
From 2011 to 2014 she was a Director of ATM - Azienda Trasporti Milanesi S. p. A. and from 2012 to 2016 she was Director of Eutelsat S.A.
She is Chief Executive Officer of Fabbri Vignola S.p.A. Group.
She is Director of L'Espresso S.p.A. Group, Banca Farmafactoring S.p.A. and SAGAT S.p.A.
She is Chairman and founder of the "Fondazione Furio Solinas Onlus".
She is Cavaliere al Merito della Repubblica Italiana.
 

 

Related material:

> Shareholdings if held

> Internal dealing

Alessandro Tonetti

Alessandro Tonetti

Non-executive director

 

Born in Ronciglione (VT) in 1977.

He is Chief Legal Officer of Cassa Depositi e Prestiti S.p.A.
A cum laude graduate in Law, he won two one-year scholarships for specialization courses in Administrative Sciences, with particular reference to Economic Public Law under the direction of Professor Sabino Cassese. Subsequently, he obtained a PhD in Administrative Law and Organization and Functioning of the Public Administration at the Sapienza University in Rome and a postgraduate specialization diploma in European Public Law at the Academy of European Public Law of the Kapodistrian University of Athens, with an in-depth examination on the subject of competition and state aid. He also qualified to practice law.
From June 2013 to February 2016, he was a member of the “Nucleo tecnico per il coordinamento della politica economica” (Technical Team for coordination of economic policy) in support of the Prime Minister' office and then since March 2014 he has held the position of deputy Head of Cabinet of the Ministry of Economy and Finance. As representative for the Ministry of Economy and Finance he was a member of the “Gruppo di coordinamento per l’attuazione della disciplina dei poteri speciali sugli assetti societari" (Coordination group for the implementation of regulations on special powers on share ownership) operating at the Prime Minister’s office. In the past, he has held managerial and executive roles at the Prime Minister's Office and was a member of the "Nucleo di consulenza per la regolazione dei servizi pubblici" (Advisory Team for public service regulation), as well as of the Technical Secretariat of the National Management Committee for economic programming, also operating at the Prime Minister's office, in support of the activity of the Inter-ministerial Committee for economic programming.
He teaches a Master’s degree course in Administrative Law at the "Roma Tre" University. In the past, he taught a course in Business Administration Discipline at the Faculty of Economics of the University of Tuscia and was a contract Professor of Public Finance Law at the Suor Orsola Benincasa University of Naples. He has also given lessons at the School of Public Administration and the School of Economics and Finance. Author of various articles and essays in major law journals on administrative national and European law and on Economic Public law.
He is also member of the Board of Directors of Enav S.p.A.
Related material:

> Shareholdings if held

> Internal dealing

Committee meetings and attendance rate (2016)

In 2016 the Compensation Committee met 10 times, with an average attendance of 100% of its members. Committee meetings were an average length of 83.7 minutes.

meetings

 

attendance

 

* THE EUROPEAN HOUSE – AMBROSETTI S.P.A., L'osservatorio sull'eccellenza dei sistemi di governo in Italia, 2016 edition. The data refer to the 2015 financial year and are taken from public sources, such as the 2015 separate financial statements and the Report on Corporate Governance published in spring 2016.The Committee is composed of three non-executive directors the majority of whom, included the Chairman, are independent.

Main duties

The Compensation Committee consults with and advises the Board of Directors regarding director pay. Its duties include to:

  • submit the Remuneration Report to the Board of Directors and the remuneration policy to present to shareholders
  • assess shareholder votes on the Remuneration Report
  • periodically evaluate the adequacy, overall consistency and practical application of the policy by formulating proposals on this subject to the Board
  • make proposals concerning the remuneration of the Chairman and the CEO and members of board committees
  • based on information from the CEO, propose general criteria for the remuneration of managers with strategic responsibilities, general guidelines for the remuneration of other executives of Snam and its subsidiaries and annual and long-term incentive plans, including share-based plans
  • propose performance targets, final calculations of company results and claw-back clauses used as part of Snam’s incentive plans and propose variable remuneration for executive directors
  • propose indemnities to be paid in the event of the termination of employment and non-compete agreements for executive directors
  • monitor the application of decisions adopted by the Board
  • report to the Board, at least once every six months, not later than the latest date for the approval of the annual and half-yearly report, at the meeting specified by the Chairman of the Board of Directors; in addition, subsequently to its own meeting the Committee updates the Board of Directors in a communication, at the first available meeting, on the topics discussed and the comments, recommendations and opinions formulated therein.

Snam’s board of directors has verified that at least one Committee member has sufficient knowledge and experience of financial matters or remuneration policies.

Read the Remuneration Report interactive version

Internal auditor remuneration

The Compensation Committee annually reviews the remuneration structure for the internal auditor and ensures its consistency with general remuneration criteria. This review must be communicated to the chairman of the Control, Risk and Related Parties Transactions Committee.

snam duties

Read more about the duties of the Compensation Committee and activity in 2016

Read more
snam remuneration

Find out about remuneration policy

Read more
remuneration report

Go to the archive of Snam’s Remuneration Reports

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updated
21 March 2017 - 11:09 CET