The bylaws set out Snam’s structure of corporate governance and describe the main duties and activities of the central corporate bodies.
Shareholders take decisions and appoint the Board of Directors and the Board of Statutory Auditors at the shareholders’ meeting. In addition to its legal responsibilities (Article 12 of the Bylaws), the shareholders’ meeting is the only means to pass resolutions concerning the sale, transfer, lease or any other act of disposal of Snam or its business units of strategic importance for gas transportation and dispatching activities. This includes disposal within the scope of joint ventures.
Board of Directors
Snam’s Board of Directors has the broadest powers to manage the company and may execute acts deemed necessary to achieve corporate objectives, in agreement with Snam’s Code of Ethics, the Italian Stock Exchange’s Code of Corporate Governance and other applicable laws and regulations. The Board of Directors appoints the chairman if the shareholders’ meeting has not already done so. The Board of Directors has constituted the following committees: Remuneration Committee, Appointments Committee, Control, Risk and Related Parties Committee and Sustainability Committee.
Board of Statutory Auditors
Snam’s Board of Statutory Auditors oversees compliance and proper administration of company activities. It evaluates the adequacy of the organisational, administrative and accounting structure adopted by the company and oversees its functioning. As required by law, the Board of Statutory Auditors also performs supervisory activities in its role equivalent to what is commonly called internal control and audit committee.
For previous versions of the Bylaws, see Reports and Documentation.
11 May 2018 - 09:44 CEST