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 2019 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 independent 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 so-called end of term balance.

The self-assessment of Snam's Board of Directors and Snam's Committees for the 2019 financial year was conducted by two senior partners of Spencer Stuart, experts in board effectiveness activities through interviews – based on a structured guide – which took place during the period 15 December 2019 - 15 January 2020.

Before carrying out the interviews, the professionals involved made a careful reading of the documentation and the minutes of meetings of the Board of Directors and of the Committees, and they met as observers with the President of the Board of Statutory Auditors and the Standing Auditors, as well as the General Counsel and the Secretary of the Board of Directors.

The interviews with Snam's Directors were conducted taking into account the various aspects relating to the composition, size and functioning of the Board of Directors and the Committees.

In addition, a comparison has been made between the best practices of domestic and international listed companies and the practices adopted by Snam's Board of Directors; a specific study has been used for this purpose, systematically updated by Spencer Stuart at international level, called "Boardroom Best Practice".

In summary, the Directors expressed their full satisfaction and appreciation with the size, composition and functioning of the Board of Directors and its Committees; the Board of Directors in its first year in office launched a series of activities aimed at deepening knowledge of individual Directors who are new to the position and to strengthen awareness of the principles of governance.

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 18 March 2020.

For more information read the Report on Corporate Governance and Ownership Structure, pages 57 and 58.

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25 August 2020 - 16:08 CEST