Appointments and Compensation Committee
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Appointments and Compensation Committee

Rita Rolli - Chairwoman

Rita Rolli

Independent director

She was born in Forlì in 1969.

She has been Director of Snam since 2 April 2019.

She graduated in Law with honours from the University of Bologna.

A Court of Cassation lawyer, she carries out her professional activity in the field of civil law, commercial and corporate law - both in and out of court and in arbitration procedures - and corporate crisis resolution (Studio Galgano).

She teaches as a Full Professor of Private Law on the Master’s degree programme in Law in the Department of Law at the University of Bologna.

Independent Director and Chairman of the Committee for Internal Control and Risk and Sustainability and member of the Related Parties Committee of Trevifin S.p.A. and Effective Auditor of Sogefi S.p.A.

She is the author of many publications and legal monographs and contributes to the compilation of prestigious legal journals.

Lastly, the research scope of her publications is also geared towards providing answers to climate change issues in the legal sector.

 

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Shareholdings if held

Internal dealing

Massimo Bergami

Massimo Bergami

Independent director

Born in Bologna in 1964. He has been an independent Director of Snam since 27 April 2022.

He graduated with honours in Economics from the University of Bologna, completed a PhD in Business Management and has gained international experience at the University of Michigan, University of Florida and New York University.

He is currently a Full Professor of Corporate Organisation at the University of Bologna and Dean of the Bologna Business School. He is a non-executive Director on the Board of Directors of Ferrarelle S.p.A. and EFMD.

He works in the field of organisational identity and is the author of several essays and publications in international scientific reviews.

He was a Member of the Committee for Natural Capital (Ministry of the Environment and Land and Sea Protection); Economic Director of the Ministry for Regional Affairs, Tourism and Sport; Coordinator of the White Paper on Innovation and Entrepreneurship and Advisor to the Ministry of the Defence.

He has carried out and continues to carry out activities to support research, innovation and entrepreneurship and since 2013 he has been a Senior Advisor of Fondazione MAST.

He has gained years of experience in the governance of listed companies, as Member of the Control and Risk Committee at Brunello Cucinelli S.p.A. and Telecom Italia Media, Member of the Compensation Committee, Control Committee, Lead Independent Director at Ducati Motor Holding S.p.A. and Member of the Strategy Committee at Ferretti Group S.p.A..

He is an Honorary Professor at Nankai University and Mirbis and was awarded the honorary title of Knight and Commander of the Order of Merit of the Italian Republic.

Related material:

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Shareholdings if held

Internal dealing

Alessandro Tonetti

Alessandro Tonetti

Non-executive director

Alessandro Tonetti (1977) is Vice General Manager and Chief Legal Officer of Cassa Depositi e Prestiti S.p.A.
A cum laude graduate in Law, he won two one-year scholarships for specialization courses in Administrative Sciences, with particular reference to Economic Public Law under the direction of Professor Sabino Cassese. Subsequently, he obtained a PhD in Administrative Law and Organization and Functioning of the Public Administration at the Sapienza University in Rome and a postgraduate specialization diploma in European Public Law at the Academy of European Public Law of the Kapodistrian University of Athens, with an in-depth examination on the subject of competition and state aid.

In December 2010 he became a senior executive at Cassa Depositi e Prestiti S.p.A. From June 2013 to February 2016, he was a member of the “Nucleo tecnico per il coordinamento della politica economica” (Technical Team for coordination of economic policy) in support of the Prime Minister' office and then since March 2014 he has held the position of deputy Head of Cabinet of the Ministry of Economy and Finance. In this latter period, as representative for the Ministry of Economy and Finance, he was a member of the “Gruppo di coordinamento per l’attuazione della disciplina dei poteri speciali sugli assetti societari" (Coordination group for the implementation of regulations on special powers on share ownership) operating at the Prime Minister’s office.

In the past, he has held managerial and executive roles at the Prime Minister's Office and was a member of the "Nucleo di consulenza per la regolazione dei servizi pubblici" (Advisory Team for public service regulation), as well as of the Technical Secretariat of the National Management Committee for economic programming, also operating at the Prime Minister's office, in support of the activity of the Inter-ministerial Committee for economic programming.

He teaches a Master’s degree course in Administrative Law (since 2003) now at the “Roma Tre” University and a Master's in Economics and Development Policies at the LUISS Guido Carli University (since 2016). In the past, he was a contract professor of Business Administration Discipline at the University of Tuscia (2001-2002) and Media Law at the same university (2005-2010), and of Public Finance Law at the Suor Orsola Benincasa University (2014-2016). He has also given lessons at the School of Public Administration and the School of Economics and Finance. Author of various articles and essays in major law journals on administrative national and European law and on Economic Public law.

He is a member of the Board of Directors of Treccani, Open Fiber and Open Fiber Holdings and member of the Special Fund Management Committee of the Istituto per il Credito Sportivo. He was a member of the Board of Directors of Enav S.p.A. in the three year period 2014-2017 (during which time the Company was listed on the Stock Market) and a member of the Board of Directors of the Florence Academy of Fine Arts (2013-2016).


 

 
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> Shareholdings if held

> Internal dealing

Committee meetings and attendance rate

(Compensation Committee 2021)

In 2021 the Compensation Committee met 16 times, with an average attendance of 100% of its members. Committee meetings were an average length of 93 minutes.

meetings

 

attendance

 

 
 

(Appointments Committee 2021)

In 2021 the Appointments Committee met 8 times, with 100% of members present, with a 100% participation rate. Committee meetings were an average length of 91 minutes.

 
 

The Appointments and Compensation Committee shall be composed of three non-executive directors, two of them independent, including the Chairman.

Main duties 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

Internal auditor remuneration

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 .

 

 
appointments committee

Read more about the duties of the Appointment Committee and activity in 2021   
 

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Compensation committee

Read more about the duties of the Compensation Committee and activity in 2021

Read more
Remuneration policy

Find out about remuneration policy

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updated
28 October 2022 - 15:11 CEST