Appointments and Compensation Committee

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

The Compensation Committee shall conduct preliminary investigations for the Board of Directors 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 the indications of 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; the general guidelines for the remuneration of the other managers of Snam and its subsidiaries; the annual and long-term incentive plans, including share-based incentive plans;
• it proposes the definition of performance targets that include indicators relating to the ESG factors identified in agreement with the ESG Committee, the aggregation of company results, 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;
• it performs any duties that may be required by the procedure 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.

The Committee reports to the Board, at least once every six months, not later than the latest date for the approval of the annual and half-yearly report, at the meeting specified by the Chairman of the Board of Directors; in addition, subsequently to its own meeting the Committee updates the Board of Directors in a communication, at the first available meeting, on the topics discussed and the comments, recommendations and opinions formulated therein.

The Board of Directors has checked that at least one member has adequate knowledge and experience in financial matters or compensation policies.

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.

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

The Committee conducts 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 in particular assists the Board of Directors in performing the following duties:

• it defines the optimal composition of the Board of Directors and its committees 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 proposes to the Board candidates for the position of director, should the office of one or more directors be vacated during the year (Article 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 prepares, updates and implements 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 candidates for the administrative bodies of subsidiaries included in the consolidation area, and of strategic investee companies;
• 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 drafts and proposes directives in respect of the limits and prohibitions on the accumulation of offices by directors of Snam and its subsidiaries, criteria for assessing the requirements of professionalism and independence of the directors of Snam and its Subsidiaries, as well as 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.

The Committee reports to the Board, at least once every six months, during the approval of the annual and six-monthly financial report, on the activities it has carried out, at the meeting specified by the Chairman of the Board of Directors; in any event, after each meeting the Chairman informs the Board of Directors, at the first available meeting, about the activities carried out and the comments, recommendations and opinions put forward by the Committee.

Regulations of the Appointments Committee (2021)

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