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.

Listed on the Register of Judicial Administrators- Experts in Corporate Management section, and on the Register of Court of Cassation Lawyers.

She has worked in academia as a professor of civil law

She has been an independent director of Cassa di Risparmio di Orvieto since May 2018.

In addition to providing consultancy for commercial law, regulatory law, antitrust, M&A, restructuring, contract regulations and disputes, and her past roles as judicial commissioner and judicial receiver of some Italian companies, she has also been Director of Legal and Corporate Affairs at WIND Telecomunicazioni S.p.A. and member of the Board of Directors of Banca Tercas and Acquedotto Pugliese S.p.A.  


Related material:

> Shareholdings if held

> Internal dealing


Rita Rolli

Rita Rolli

Independent director

Born in Forlì in 1969.

Graduated in Law with honours from the University of Bologna.

She is a Court of Cassation lawyer and pursues her professional activity in the field of civil law, commercial and corporate law - both in court 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.

She offers advice to leading companies in Italy, including ones listed on the Italian stock exchange, with reference to Corporate Governance and relations with CONSOB, national and international contract regulations, and legal assistance and consultancy in extraordinary corporate transactions.

She is an Independent Director and Chair of the Control, Risk and Related Party Committees of IMA S.p.A and Independent Director and Chair of the Control and Risk Commitee as well as member of the Related Party Committee of Trevifin S.p.A.

She has written 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 (2018)

In 2018 the Compensation Committee met 6 times, with an average attendance of 100% of its members. Committee meetings were an average length of 84.2 minutes.





* The European House – Ambrosetti S.p.A., L’osservatorio sull’eccellenza dei sistemi di governo in Italia, 2018 ed. The data refer to the financial year 2017 and are excerpted from public sources such as Financial Statement for the year 2017 and Corporate Governance Reports published in the Spring of 2018. The figures indicate the average rate of attendance of the meetings of the Remuneration Committee per segment (%) of 2017.

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 2018

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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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24 October 2019 - 10:08 CEST