Snam Rete Gas: The Board of Directors Approves the Code of Conduct for Internal Dealing, the Procedure for Information to the Market, Identifies the Non-Executive Independent Directors and Sets the Board of Director Meeting Calendar
Code of Conduct for Internal Dealing
The Board of Directors has approved the Code of Conduct for Internal Dealing concerning transactions involving financial instruments issued by Snam Rete Gas S.p.A., in compliance with the provisions contained in the Rules of the markets organised and managed by the Italian Exchange, as in the text modified by CONSOB with Resolution 13655 of July 9, 2002. The Code that will become effective from January 1, 2003, contains the provisions that govern public disclosure obligations and limitations regarding transactions involving financial instruments issued by Snam Rete Gas S.p.A. executed on their own behalf by relevant persons.
Relevant persons have been identified to be the Chairman, the Directors, the Effective Auditors of Snam Rete Gas S.p.A., the Managing Directors and the functional managers personally related to the latter and to the Chairman, as well as the Administration Manager, the Budget and Control Manager, the Financial Manager and the Company Secretary Manager.
According to the Code, the market has to be informed at the end of each calendar quarter of operations carried out by relevant persons involving amounts (in each calendar quarter) in excess of euro 35,000 - euro 50,000 according to the Rules of the Italian Exchange - while the market has to be informed without delay of transactions involving amounts (in each calendar quarter) in excess of euro 175,000 - euro 250,000 according to the Rules of the Italian Exchange.
The stock options exercise in connection with stock option plans and the sale of shares acquired in connection with stock option and stock grant plans are to be taken into account with reference to the above-mentioned limits on the amounts of transactions carried out by relevant persons.
The Code finally prevents relevant persons from carrying out transactions on the financial instruments issued by Snam Rete Gas S.p.A. in the fifteen working days preceding the meetings of the Board of Directors of Snam Rete Gas S.p.A. convened to review the financial statements and the preliminary results as well as, if not announced in the previous cases, the meeting of the Board resolving on the dividend proposal to the Shareholders' Meeting. The prohibition does not applied to the option exercise in connection with stock option and stock grant plans, provided that shares are not sold in the indicated periods (the Code is available on the Web Site of Snam Rete Gas at: www.snamretegas.it).
Procedure for Information to the Market
The board of Directors, in compliance with the provisions contained in the Testo Unico della Finanza and in the Code of Conduct of listed companies (which Snam Rete Gas adopted pursuant to resolution of July 27, 2001) approved the Procedure for Information to the Market for information and documentation related to the Group's activities. The Procedure acknowledges the "Guidelines for Information to the market" issued in June 2002 by the Company Information Forum.
The Board of Directors, in compliance with the provisions of the Code of Conduct for listed companies, has considered all the non-executive Directors, on the basis of their statements. The independent Directors are: Mr. Giuseppe Airoldi, Mr. Giuseppe Colaiacovo and Mr. Roberto Lugano. The Board will announce all the possible future changes to the market.
Actions undertaken by the Italian Anti-trust Authority
On October 25, 2001 the Italian Anti-trust Authority started an inquiry also in respect of Snam Rete Gas S.p.A., after a Blugas S.p.A. claim, in order to investigate an alleged abuse of a dominant position in the transmission of gas. On November 21, 2002 Snam Rete Gas S.p.A. was completely acquitted of all charges by the Authority.
Snam Rete Gas will release financial results to be reviewed by the Board of Directors during 2003, on the following dates:
February 24: Preliminary Results of Snam Rete Gas at December 31, 2002;
March 18: Consolidated Financial Statements and Financial Statements of Snam Rete Gas S.p.A. at December 31, 2002;
May 7: First Quarter Results at March 31, 2003;
July 30: Second Quarter Results at June 30, 2003;
September 15: First Half Results at June 30, 2003;
November 11: Third Quarter Results at September 30, 2003.
Snam Rete Gas's Annual Shareholders' Meeting is expected to be convened on April
29 and 30, 2003, on first and second call respectively, to approve Snam Rete Gas Consolidated
Financial Statements and Financial Statements at December 31, 2002 and dividend payment.
Pursuant to Article 82, Paragraph 2, of the Consob Deliberation No. 11971/99, Snam Rete Gas 2002 Consolidated Financial Statements and Financial Statements will be made public on March 18, 2003; therefore Snam Rete Gas is exempted from publishing the Report on the Fourth Quarter 2002.
Any change to the above calendar will be promptly notified
San Donato Milanese, December 19, 2002
05 August 2016 - 16:17 CEST