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Compensation Committee

Francesca Pace

Francesca Pace - Chairwomen

Independent Director

Born in Rome in 1961.

Graduated in Law with honours from “La Sapienza” University in Rome.
She is a Court of Cassation lawyer with a professional focus on commercial, civil and regulatory law.

She has been an independent director of Cassa di Risparmio di Orvieto since May 2018.
She is registered in the Judicial Administrator's Register - Business Management Experts section.
She is an extraordinary commissioner of companies undergoing special administration procedures and a judicial receiver of companies.

She has held the role of judicial commissioner and has been a board director of Acquedotto Pugliese S.p.A. and Banca Tercas and Head of Legal and Corporate Affairs at WIND Telecomunicazioni S.p.A.
 

 

Related material:

> Shareholdings if held

> Internal dealing

 

 
Rita Rolli

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 bankruptcy law (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 Control and Risk and Transactions with Related Parties Committee and member of the Nomination and Remuneration Committee of IMA S.p.A. and 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.

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

 

 

Related material:

> 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 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).

 

 

Related material:

> Shareholdings if held

> Internal dealing

 

Committee meetings and attendance rate (2019)

In 2019 the Compensation Committee met 11 times, with an average attendance of 100% of its members. Committee meetings were an average length of 108.6 minutes.

meetings

 

attendance

 

*ASSONIME – “La Corporate Governance in Italia: autodisciplina, remunerazioni e comply-or-explain” (Corporate Governance in Italy: Compliance, Remuneration and Comply or Explain) (2019), Note e Studi 2/20. The 2019 survey includes 220 Italian companies, listed at 31 December 2018, for which Reports were available on 15 July 2019.

Main duties

The Compensation Committee consults with and advises the Board of Directors regarding director pay. Its duties include to:

  • submit the Remuneration Report to the Board of Directors and the remuneration policy to present to shareholders
  • assess shareholder votes on the Remuneration Report
  • periodically evaluate the adequacy, overall consistency and practical application of the policy by formulating proposals on this subject to the Board
  • make proposals concerning the remuneration of the Chairman and the CEO and members of board committees
  • based on information from the CEO, propose general criteria for the remuneration of managers with strategic responsibilities, general guidelines for the remuneration of other executives of Snam and its subsidiaries and annual and long-term incentive plans, including share-based plans
  • propose performance targets that includes indicators relating to the ESG factors identified in agreement with the ESG Committee, final calculations of company results and claw-back clauses used as part of Snam’s incentive plans and propose variable remuneration for executive directors
  • propose indemnities to be paid in the event of the termination of employment and non-compete agreements for executive directors
  • monitor the application of decisions adopted by the Board
  • report 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.

Snam’s board of directors has verified that at least one Committee member has sufficient knowledge and experience of financial matters or remuneration policies.

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 duties

Read more about the duties of the Compensation Committee and activity in 2019

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snam remuneration

Find out about remuneration policy

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remuneration report

Go to the archive of Snam’s Remuneration Reports

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updated
21 May 2020 - 16:31 CEST