Appointments and Compensation Committee

The Committee conducts, first and foremost, preliminary investigations for the Board of Directors and provides it with advice and recommendations on the composition and size of the Board of Directors and on equal treatment and opportunities among genders.

In particular:

• it helps the Board of Directors define the optimal composition of the Board of Directors itself and its internal committees, to be communicated to the Shareholders at the appointment of the Board of Directors, in view of the preparation, by the Board of Directors each time it is due for renewal, of guidelines on the quantitative and qualitative composition of the Board deemed optimal, taking into account the self-assessment results;
• it helps the Board identify candidates for the position of director, should the office of one or more directors be vacated during the year (art. 2386, subsection 1 of the Italian Civil Code), ensuring compliance with the requirements for the minimum number of independent directors and for the quota reserved for the less represented gender;
• it proposes to the Board of Directors the plan for the succession of the CEO and any other executive directors, setting out at least the procedures to be followed in the event of the early termination of the office (contingency plan);
• at the proposal of the CEO, in agreement with the Chairman of the Board of Directors, it submits to the Board of Directors the candidacies for the administrative bodies of subsidiaries included in the consolidation area, other investee companies considered strategic by the Board of Directors and foundations of which the Company is the founding partner;
• periodically and, in any case, at least once a year, it analyses the identification of the strategic investee companies and, where deemed appropriate, makes proposals to the Board of Directors;
• it examines the candidacies for the appointment of the Senior Vice President of Internal Audit, giving the Board of Directors its opinion; the review of the candidacies is carried out, where deemed appropriate, in meetings with the candidates held by the Chairman together with the Chairman of the Control, Risk and Related Party Transactions Committee. The Chairman of the Board of Statutory Auditors is invited to these meetings;
• it prepares and proposes:(i) directives on the maximum number of offices in administration or control bodies in other listed companies or of a significant size that can be compatible with an effective performance of the office required by the role of Company director, considering the commitment involved;(ii) criteria for assessing both the requirements of professionalism and independence of the Board members of Snam and its Subsidiaries and the competing activities performed;
• it examines and assesses the methodologies that govern the preparation of succession plans of executives with strategic responsibilities of the Company;
• within the scope of the diversity and inclusion policies adopted by the Company, including those aimed at reducing the pay gap and promoting professional equality, it ensures their implementation (adoption), with reference to the activities within its remit and monitors their effective implementation.

The Committee shall also conduct preliminary investigations for the Board of Directors on remuneration and provide it with advice and recommendations, and in particular:

• it assists the Board of Directors in the preparation of the remuneration policy for directors, general managers, executives with strategic responsibilities and, without prejudice to the provisions of article 2402 of the Italian Civil Code, members of the control body (“Remuneration Policy”), also taking into account the remuneration practices widespread in the reference sectors and for companies of similar size, also considering comparable foreign experiences, with the possible support of an independent consultant;
• it reviews the vote on the Remuneration Report taken by the Shareholders’ Meeting in the current financial year and expresses an opinion to the Board of Directors;
• it makes proposals on the remuneration of the Chairman of the Board of Directors, the CEO or any additional directors who hold specific offices, with regard to the various forms of remuneration and economic treatment, including the setting of performance objectives related to the variable component of this remuneration, where applicable;
• it supports the Board of Directors in deciding the remuneration of the members of the committees established within the Board of Directors;
• it examines information reported by the CEO and proposes, with a view to promoting sustainable value creation over the medium/long-term:the general criteria for the remuneration of Executives with strategic responsibilities; general guidelines for the remuneration of other Executives of Snam and its subsidiaries;annual and long-term incentive plans, including share-based plans;
• it proposes the definition of performance targets (in agreement with the ESG and Energy Transition Scenarios Committee as concerns the identification of those that include indicators relating to ESG factors), the final accounting of company results and the definition of clawback clauses related to the implementation of incentive plans;
• it proposes the definition, in relation to Directors with powers: i) of the indemnification to be paid in the event of termination of their employment; ii) of the non-competition agreements;
• it periodically evaluates the adequacy, overall consistency and practical application of the Remuneration Policy by preparing proposals on this subject to the Board, verifying, in particular, the actual achievement of performance targets relating to the variable component of remuneration;
• it performs any duties that may be required by the Guideline concerning related-party transactions adopted by the Company in the case of transactions relating to the remuneration of Snam Directors and Executives with strategic responsibilities;
• it proposes to the Board of Directors, subject to the favourable opinion of the Control, Risk and Related Party Transactions Committee and having consulted the Board of Statutory Auditors, temporary derogations from the content of the Remuneration Policy, in compliance with the provisions of art. 123-ter, subsection 3-bis, of Legislative Decree 58/98;
• it reports on the exercising of its functions to the Shareholders’ Meeting convened to approve the separate financial statements for the year, through the Chairman or another member appointed by the latter;
• it monitors the application of decisions made by the Board of Directors with regard to the resolutions passed by the same following the exercise of the Committee’s proposal-making, consultative and fact-finding duties.

Read the Remuneration Report interactive version

The Compensation Committee annually reviews the remuneration structure for the internal auditor and ensures its consistency with general remuneration criteria. This review must be communicated to the chairman of the Control, Risk and Related Parties Transactions Committee.

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 .