Board evaluation

Board evaluation

The Board Evaluation process of the Board of Directors aims to assess its function and that of its internal committees expressing an opinion on the activities carried out and identifying any elements that may improve the function of said corporate bodies, both in terms of efficacy and efficiency. The activity is carried out with the support of an independent advisor.

In line with the provisions of the Corporate Governance Code, Snam's Board of Directors has implemented the self-assessment of the Board itself and its Committees for the 2020 financial year, to which the 9 Directors in office participated.

The objective of this activity was to carry out a structured reconnaissance of the effectiveness of Snam’s Board of Directors from an operational point of view and to identify the opportunities for further improvement in order to better play the role of direction and control of a complex and evolving reality.

Following the awarding procedure by tender and the relevant investigation by the ESG Committee, the Board of Directors has decided to avail itself of an external advisor, Spencer Stuart Italia S.r.l., a company that has extensive and long-standing experience in the corporate governance sector.

The Board of Directors, with the support of the ESG Committee, has decided to implement a three-year path, as for the last three years, embracing the time horizon of the mandate, facilitated by the external advisor. In this way it is possible, from year to year, to accompany the Board of Directors and the Committees on an ongoing basis in their path of progressive efficiency improvement and optimization of the operation starting from from the first year until the socalled end of term balance.

The self-assessment of Snam’s Board of Directors and Snam’s Committees for the 2020 financial year, was carried out by two senior partners of Spencer Stuart, experts in board effectiveness activities.

The objective of the second year self-assessment is to further analyse and review board dynamics. For the purpose of optimising the individual contribution and the time spent by each Director, as well as the overall efficacy of the activities carried out, no individual interviews were administered.

During the collegial meeting, the Directors have shared the results of their Analysis on the prevailing culture, agreeing on some different issues that have emerged, in particular as regards a very intense activity carried out by the Body during the period, strongly characterised by extremely important decisions in terms of the sustainable strategy applied by the company in the long term.

As for the Level of Participation and Engagement, the Directors believe that it is particularly high.

A climate of shared transparency and trust emerges, as well as a greater involvement in the discussion of subject matters of a strategic nature. The Directors have demonstrated commitment and participation, also remotely, given the high number of meetings that are sometimes of an extraordinary nature. The Directors emphasize the good quality of the work of the Committees that constitutes the basis for the discussions at the Board meetings. The practice of holding joint meetings is deemed to be satisfactory, as it represents a time for analysis and investigation on the issues in all their different aspects.

The self-assessment of the size, composition and functioning of Snam’s Board of Directors and Snam’s Committees has been finalised with positive results during the Board of Directors’ meeting of 17 March 2021.

For more information read the Report on Corporate Governance and Ownership Structure, pages 65 and 66.

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14 April 2021 - 12:05 CEST