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.
Since 2010 Snam’s Board of Directors approved a compliance process in response to the Consob regulation, the Italian markets authority, on conflicts of interest and related-party transactions.
In particular, Snam’s related-party compliance, last approved by the Board of Directors on 12 December 2017 after receiving the favourable and unanimous opinion of the Control, Risk and Related Party Transactions Committee, takes into account the particular regulatory framework in which Snam and its Subsidiaries operate and identified the “thresholds of significance” for individual transactions.
Snam has separate approval procedures for "Small Transactions" and "Large Transactions".
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 Board of Directors assess yearly the Snam's related-party compliance and the adequacy of the threshold for "Large 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.
16 January 2018 - 09:03 CET