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ITEN

Related-party transactions

Operaio Snam

Given the structure and activities of Snam and its subsidiaries, extra care is taken to ensure that transactions with related parties are lawful and fully adhere to the provisions of Consob.

In 2010, Snam’s Board of Directors approved a compliance process in response to a new regulation of Consob, the Italian markets authority, on conflicts of interest and related-party transactions. This process was adopted in accordance with the Unbundling Regulation, taking into account the specific nature of Snam’s activities, which are subject to oversight by the Electricity, Gas and Water System Authority in Italy.

Snam’s related-party compliance takes into account this particular regulatory framework and makes assessments concerning the adoption of certain powers addressed in the Consob rules, and the identification of “thresholds of significance” for individual transactions.
 

On 14 December 2016, the Board of Directors performed the annual check to the Procedure and made some modifications relating to governance adaptations that have occurred in the meantime, updating regarding the Unbundling regulations, as well as some changes for mere reporting clarification.

Snam has separate approval procedures for “Small Transactions” and “Large Transactions” as well as for pay-related matter. In order to ensure maximum market transparency, related-parties compliance involves a stricter criterion for large related-party transactions than required by Consob (Regulation 17221, 12 March 2010) imposing a single threshold of €140 million for all related-party transactions.

The Control, Risk and Related Parties Transactions Committee is responsible for issuing a non-binding reasoned opinion that must address the company’s interest in carrying out the transaction as well as the expedience and substantial accuracy of its conditions.
In the event of a negative opinion, Snam is required to inform the market at the end of the quarter in question of the reasons that led it to carry out the transactions despite this opinion.

These are the exclusive preserve of the Board of Directors. The Control, Risk and Related Parties Transactions Committee is charged with issuing a favourable reasoned opinion on the company’s interest in carrying out the transaction as well as the expedience and substantial accuracy of its conditions.
The committee, or one or more of its members, shall also be involved in the negotiation and examination stages, receiving comprehensive and timely information, with the power to request information and submit comments to the authorised bodies and persons tasked with carrying out the negotiations and examination.
The Committee may call upon independent experts to help it in evaluating transactions (small or large).

The Remuneration Committee (comprising non-executive directors, most of whom are independent) is the body responsible for issuing an opinion on transactions concerning the remuneration of Snam directors, statutory auditors and executives with strategic responsibilities.

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updated
05 January 2017 - 17:10 CET