Control, Risk and Related Parties Transactions Committee
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Control, Risk and Related Parties Transactions Committee

Piero Manzoni - Chairman

Piero Manzoni

Independent Director

Born in Bergamo on 08 October 1962.

He has been an independent Director of Snam since 27 April 2022.

He graduated in mechanical engineering, specialising in Technology, from the Polytechnic University of Milan and obtained a Master’s degree in Business Administration from the Bocconi University of Milan.

He is the founder and Chief Executive Officer of Neoruralehub, Chief Executive Officer of Neorurale SpA, Executive Chairman of Menoenergia, Chief Executive Officer and founder of Simbiosi Srl, Vice-Chairman of Confindustria Cisambiente, Member of the European Land Owner & Friends of Countryside, Member of the Board of the Life Sciences Group in Assolombarda.

From 2009 to 2016 he held the position of Chief Executive Officer and General Manager at Falck S.p.A. and Falck Renewables S.p.A.

From 2006 to 2009 he was the Chief Executive Officer of Atel Energia S.p.A. (now Alpiq), also holding the position of Member of the World Energy Council Italia.

From 2001 to 2006 he worked for Siemens Italia, holding, among others, the position of Managing Director at Siemens Power, Chairman of Telegyr S.p.A., and Chairman of Fiat Avio Power Service and Vatech Italia.

From 1994 to 2001 he held various managerial positions in Italy and abroad and, among other things, he was the CEO and Country Manager of ABB Asea Brown Boveri Libia in Tripoli following his position as General Manager of the Power Solutions Business Area of ABB Italia.

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Augusta Iannini

Augusta Iannini

Independent director

Born in L’Aquila on 20 January 1950.

She been an independent Director of Snam since 27 April 2022.

She graduated with honours in Law from “La Sapienza” University of Rome and has embarked on a brilliant career in law, as a Lawyer and Magistrate from 1977 to 2012, holding the positions, among others, of Investigating Magistrate in criminal matters and Magistrate for preliminary investigations.

Vice Head of Cabinet of the Ministry of Justice since June 2001, from 13 December 2001 to 3 January 2005 she was the Director-General of the Criminal Justice System (with the duty, among others, of assessing codes of conduct drawn up by associations representing organisations, in accordance with Legislative Decree No. 231 of 8 June 2001) and also coordinated activities at the Council of Europe, the European Union, the UN and the OECD.

From 4 January 2005 to 7 June 2008, she was Head of the Justice Affairs Department (dealing, among other things, with the administrative management of judicial activities in civil and criminal matters; preliminary activities required for the Ministry to exercise its powers in proceedings; international cooperation in civil and criminal matters).

Head of the Legislative Office of the Ministry of Justice from 8 June 2008 to June 2012.

She held the position of Vice-Chairman of the Italian Data Protection Authority guaranteeing the protection of personal data from 19 June 2012 to 25 June 2020.

She is currently a Member of the Board of Directors of Policlinico San Donato and Chairman of the Risk Management Committee of the San Donato-Velca Group; a former member of the Board of Directors of Orofin S.p.A. and Chairman of the Supervisory Bodies of Esselunga spa and its subsidiaries Atlantic and Esserbella; Vice Chairman of the Monitoring Body of the code of conduct for the processing of personal data regarding commercial information.

She is the author of several legal publications.

She has received various awards over the years, including the Bellisario Award for justice in 2009 and was named Knight of the National Order of the Legion of Honour; in 2012 she received the “ Anna Maria Mammoliti” Minerva Award in honour of her Career; in 2015 she received the “Stella del Sud 2015” ASSUD Award as a leading woman in the professional world and in 2017 she received the 100 Eccellenze Italiane (100 Italian Excellences) Award.

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Laura Cavatorta

Laura Cavatorta

Independent director

She was born in Treviso in 1964.
As of 2 April 2019, she is a Director of Snam.
Graduated in sociology with honours.
She has over twenty years of managerial experience in the Alitalia group, holding roles of increasing responsibility, including in operational positions with 3,000-5,000 employees; she also directed the airline Air One from 2012 to 2014, bringing it back into balance.
She has acquired specific expertise in restructuring, mergers, acquisitions and receiverships, and is particularly sensitive to the management of human capital and the many dimensions involved in any corporate change.  
She deals with corporate governance, with a specific focus on ESG issues and on the different ways of substantiating an approach aimed at sustainable development over time. She follows the B Corp movement and its paradigm of sustainable business, capable of developing profits together with a positive impact on society and the environment.
She supports gender equality, the development of female talent and merit-based careers, believing in the need for women to be fully integrated into all spheres of society and deservedly present in top positions.
She is in the boards of directors of the ESG European Institute and Fuori Quota, non-profit organizations active respectively on sustainability and women's empowerment and collaborates in ASviS on the Gender Equality goal of the UN 2030 Agenda.
Since 2018 she is Independent Director of Italian Wireless Infrastructures, for which she is also the Chairwomen of the Sustainability Committee and member of the Nomination and Remuneration Committee.

 
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Committee meetings and attendance rate (2021)

In 2021 the Committee was convened 15 times and its meetings were attended by an average of 100% of its members. The average duration of these meetings was of 221 minutes.

 

Number of meetings of Control, Risk and Related Party Transanctions Committee

 

Rate of attendance of Control, Risk and Related Party Transanctions Committee meetings

 

* ASSONIME - Corporate Governance in Italy: the implementation of the Italian Corporate Governance Code (2021), Note e Studi 4/22. L’indagine 2021 copre le 219 società italiane, quotate al 31 Dicembre 2020, le cui Relazioni erano disponibili a fine luglio 2021.

The Control, Risk and Related Parties Transactions Committee is made up of three independent members. At least one member has adequate accounting, financial and risk management experience.

 

Main duties

The Committee conducts preliminary investigations for the Board of Directors and provides it with advice and recommendations, and supports its assessments and decisions regarding the internal control and risk management system as well as decisions regarding the approval of the periodic financial and non-financial reports.

In particular, in assisting the Board of Directors, the Committee performs the following functions:

  • it evaluates, having consulted the Officer responsible for the preparation of financial reports, the company appointed to perform a legal audit of the accounts and the Board of Statutory Auditors, the proper use of accounting standards and their consistency for the purposes of preparing the consolidated financial statements;
  • it assesses whether the periodic financial and non-financial information is suitable to correctly represent the company’s business model, its strategies, the impact of its business and the performance achieved, in coordination with the ESG Committee;
  • it examines the content of the periodic non-financial information relevant to the internal control and risk management system;
  • it expresses opinions on specific aspects relating to the identification of the main corporate risks and supports the Board of Directors’ assessments and decisions relating to the management of risks deriving from prejudicial facts of which the Board of Directors has become aware;
  • it examines the periodic and particularly relevant reports prepared by the Senior Vice President of Internal Audit and monitors the autonomy, adequacy, effectiveness and efficiency of the Internal Audit Department;
  • it may ask the Senior Vice President of Internal Audit to carry out audits of specific operational areas, giving notice of this to the Chairman of the Board of Statutory Auditors, the Chairman of the Board of Directors and the CEO;
  • it expresses its opinion of the proposals put forward by the Director in charge of the internal control and risk management system, in agreement with the Chairman, to the Board of Directors, (i) relating to the appointment, dismissal and remuneration of the Senior Vice President of Internal Audit, in line with the Company’s compensation policies; and (ii) with a view to ensuring that the latter has sufficient resources to fulfil their duties;
  • it adopts the appropriate initiatives in situations where it receives news and/or information from the CEO on problems and critical issues that emerged during the performance of the latter’s activities, as the person in charge of setting up and maintaining the internal control and risk management system or which the CEO in any case has received information about.

The Committee also supports the Board of Directors with:

  • defining the guidelines of the internal control and risk management system in line with the Company’s strategies - including, in coordination with the ESG Committee, the correct identification of risks that are significant from a sustainability perspective, also for the purposes of preparing non-financial disclosures , pertaining to the Company and its subsidiaries, and that they are adequately measured, managed and monitored, as well as determining the degree of compatibility of such risks with a management consistent with the strategic objectives identified;
  • at least once a year, assessing the adequacy of the internal control and risk management system, given the characteristics of the Company and the risk profile assumed, and also its efficacy;
  • the periodic approval, at least once a year, of the Audit Plan prepared by the Senior Vice President of Internal Audit, having consulted the Board of Statutory Auditors and the CEO;
  • the assessment of the appropriateness of adopting measures to ensure the effectiveness and impartiality of the other company departments involved in the controls (such as the risk management, legal and non-compliance risk departments), checking that these departments have adequate professionalism and resources;
  • resolutions on the composition, amendments and supplements of the watch structure pursuant to art. 6, subsection 1, letter b), of Legislative Decree 231/2001;
  • the description, in the Corporate Governance and Ownership Structure Report, of the main characteristics of the internal control and risk management system and the methods of coordination among the subjects involved, indicating the national and international best practices of reference, as well as the overall assessment of the adequacy of the system itself and an adequate explanation of the choices made regarding the composition of the watch structure referred to in the previous point;
  • the evaluation, after consulting the Board of Statutory Auditors, of the results presented by company appointed to perform a legal audit in any letter of suggestions and in the additional report addressed to the control body.

The Committee reports to the Board, at least once every six months, during the approval of the annual and half-yearly financial report, on the activities it has carried out, as well as on the adequacy of the internal control and risk management system; in any event, after each meeting, the Chairman of the Committee 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.

The Committee performs the tasks assigned to it by the Board of Directors within the scope of the “Transactions involving the interests of the directors and statutory auditors and transactions with related parties” Procedure.

 

Regulations of the Control, Risk and Related Parties Transactions Committee

 

 

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04 May 2022 - 18:12 CEST