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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 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 an independent director of Cassa di Risparmio di Orvieto S.p.A. and she 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:

> Linkedin

> 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 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.

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

 

Related material:

> Linkedin

> 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 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).

 

 

Related material:

> Shareholdings if held

> Internal dealing

 

Committee meetings and attendance rate (2020)

In 2020 the Compensation Committee met 18 times, with an average attendance of 94% of its members. Committee meetings were an average length of 89 minutes.

meetings

 

attendance

 

* ASSONIME - La corporate Governance in Italia: autodisciplina, remunerazione e comply-or- explain (anno 2020) [Corporate Governance in Italy: self-regulation, remuneration and comply-or-explain (year 2020)], Note e Studi 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

Main duties

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

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 2020

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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
25 October 2021 - 17:03 CEST