Composition
Snam directors are appointed for a period no longer than three financial years and are selected at shareholders’ meetings through a list voting mechanism. They may be re-elected.
Snam’s bylaws set out a list voting mechanism for the appointment of the Board of Directors in order to ensure the presence of directors appointed by minority shareholders, an adequate number of independent directors as well to comply with the criteria of gender representation. Snam's bylaws stipulate that at least one director (if the board has no more than seven members) or at least three directors (if the board has more than seven members) must be independent. This condition is more strict than Italian regulations require. With regard to criterion of gender balance, Snam’s bylaws provides that at least two-fifth of the members of the Board of Directors, or any different decimal - if higher - set forth in the applicable pro-tempore provisions, shall belong to the less-represented gender.
To read about how the board assesses the directors requirements, read the Report on Corporate Governance and Ownership Structure.
Snam’s process for nominating board members was highlighted in 2014 as best practice by the United Nations-supported Principles for Responsible Investment (UN PRI) initiative, which brings together investors working to develop a more sustainable financial system. Read more about the study.
Directors' time in office in the BoD
Directors' expertise
% of business expertise compared with tax, legal and finance expertise
CHANGES COMPARED TO THE PREVIOUS MANDATE
| Previous mandate | Current mandate | FTSE MIB AVERAGE | |
|---|---|---|---|
| Number of directors | 9 | 9 | 12.5*** |
| Directors elected by the minority | 3 (33,3%) | 3 (33,3%) | 18.4%*** |
| % of the less-represented gender on the BoD | 44.4% | 33.3% | 36.6%**° |
| % of Independent Directors | 56% | 66.6% | 61%*** |
| Average age of Directors | 56 | 53 | 57***° |
| Chairman-CEO or Chairman-controlling shareholder | Non-executive | Non-executive | 10%*** |
| Existence of the Lead Independent Director | no | no | 9%* |
** ASSONIME - Report on Corporate Governance in Italy: self-regulation, remuneration e comply-or-explain (year 2020), Notes and Studies 3/21. The 2020 survey covered the 220 Italian companies, listed as of 31 December 2019, whose Reports were available as of 15 July 2020.
*** Assonime - Corporate Governance in Italy: the implementation of the Italian Corporate Governance Code (2021).Notes and Studies 4/22. The 2021 survey covered the 219 Italian companies, listed as of 31 December 2020, whose Reports were available at the end of July 2021.
° Average of all companies listed on the Euronext Milan.
Article 13 of Snam’s Bylaws describes a list voting mechanism for the appointment of the board of directors which applies only for replacing the entire board. Lists of candidates and the results of voting are published in the minutes of each Shareholders’ meeting.
The Board of Directors confirmed in February 2022 that:
- except for the Chief Executive Officer (CEO), the directors hold a non-executive role
- the number of important positions held by the directors pursuant to the Italian stock exchange’s code of corporate governance and the relevant recommendations issued by the board is compatible with the effective performance of the role of director at Snam
Snam has not appointed a lead independent director because the requirements of the Corporate Governance Code are not met. In fact, the Chairman of the Board of Directors is not the chief executive officer nor does he hold significant management powers, nor is he the person who controls, even jointly, the Company. Moreover, the establishment of the lead independent director was not requested by the independent directors.
Snam does not provide for succession plans for executive directors due to the nature of the shareholder structure.
However, Snam has defined a succession planning process for its management.
Directors may be appointed for a period no longer than three financial years and their term expires on the date of the Shareholders’ Meeting to approve the financial statements for the last year of their term of office. Directors may be re-elected.
If, during the financial year, the office of one or more directors is vacated, legal provisions apply. If the majority of directors vacate their offices, the entire board shall be understood to have resigned and a Shareholders’ Meeting must be called without delay.
Succession planning aims to: (i) encourage generational replacement in companies; (ii) improve the management of the cessation from office of executive directors and of the top management; and (iii) mitigate the negative effects of any management discontinuity.
Snam is very careful to define the evaluation process on which the selection of candidates must be based. The candidates must be active, proactive and driven in helping to shape the future of the Group - these are characteristics shared by those who decide to commit to Snam. Snam’s success is also due to the special attention paid to the selection of the key functions of the top offices.
For this purpose the Succession Planning of Snam considers the key management personnel.
In view of the nature of the shareholders, Snam does not provide for any specific succession planning for executive directors. On March 13, 2018, the Board of Directors, upon proposal of the Appointments Committee, approved a "Contingency Plan", in the event of early termination of the Chief Executive Officer or of permanent impediment to the performance of his duties.
For more information, see the Report on Corporate Governance and Ownership Structure, page 80.
10 April 2022 - 16:04 CEST