Environmental, Social and Governance Committee

Laura Cavatorta - Chairman

Independent director

Born in Treviso in 1964.
She has been Director of Snam since 2 April 2019. Graduate in sociology with honours.
She gained over twenty years of managerial experience in the Alitalia group, holding positions of growing responsibility, even operational ones with 3,000-5,000 employees.
She has acquired specific expertise on the phases of restructuring, mergers, acquisitions and receivership, accruing particular consciousness over the management of Human Capital e the many dimensions involved in each corporate change.
She works in corporate governance, with specific focus on ESG matters and on the various expressions through which to substantialise an approach aimed at sustainable development over time. She is a follower of the B Corp movement and its paradigm of sustainable business, able to develop profits while impacting positively on society and the environment.
She supports gender equality, the development of female talent and merit-based careers, believing in the need for full integration of women in all areas of society and their well-deserved presence even in top positions.
She is active in several networks for sustainability and women's empowerment and collaborates in ASviS on the Gender Equality objective of the UN Agenda 2030.
She promotes bilateral relations between Italy and the United Arab Emirates as Chairperson of the Italy -UAE Business Council, through cultural, commercial and industrial initiatives characterised by technological innovation, with sustainability in mind.

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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.

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Yunpeng He

Non-executive director

Born in Baotou City (Inner Mongolia, China) in 1965.

Bachelor's Degree and Master's Degree in Electric and Automation Engineering from Tianjin University. Master's degree in Management of Technology from the Rensselaer Polytechnic Institute (RPI).

Currently holds the office of Board Director of CDP Reti S.p.A., Terna S.p.A., Italgas S.p.A. and IPTO S.A. (the TSO for the Hellenic Eletricity Trasmission System).

He has held the following positions at State Grid Tianjin Electric Power Company: Vice Chief Technical Officer (CTO) from December 2008 to September 2012, Director of the economic and legal department from June 2011 to September 2012, Director of planning and development department from October 2005 to December 2008, Director of the planning and design department from January 2002 to October 2005.

He has also held the position of Head of the Tianjin Binhai Power Company from December 2008 to March 2010 and of Chairman of the Tianjin Electric Power Design Institute from June 2000 to January 2002.

From January 26, 2015 he is a Board Director of Snam S.p.A.

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Main duties

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

The Committee shall conduct preliminary investigations for the Board of Directors and provide it with advice and recommendations in order to promote the continuous integration of national and international best practices into the corporate governance of Snam, and environmental, social and governance matters into the company’s strategies, so as to pursue sustainable success, which takes the form of long-term value creation to benefit shareholders, taking into account the interests of other stakeholders relevant for the company. The committee, in particular, shall have the following functions:

it monitors the alignment of the corporate governance system with the law, the Corporate Governance Code and national and international best practices, making proposals to the Board of Directors;
it prepares the board review activities, submitting the related proposals to the Board of Directors;
at the request of the Board of Directors, it supports the latter when reasoned proposals need to be drafted for submission to the Shareholders' Meeting on the following topics: (i) choice and characteristics of the corporate model; (ii) structure of the administrative and ownership rights of shares; (iii) percentages established for the exercise of the prerogatives set up to safeguard minority shareholders;
it draws up and proposes diversity policies to the Board of Directors as specified in letter (d-bis) of article 123-bis of the CLF;
it examines the Company’s policies on human rights, business ethics and integrity, diversity and inclusion.

The Committee also supports the Board of Directors in the analysis of relevant issues for the long-term generation of value for the purposes of the Board of Directors’ examination and approval of the Company’s and Group’s business plan, and in particular it examines:

the policies to integrate environmental, social and governance issues into the business model, including through the analysis of the related KPIs and the initiatives undertaken by the Company to address issues raised by climate change and the related reporting;
the approaches, objectives and consequent processes regarding sustainability and the sustainability reporting submitted annually to the Board of Directors (including the non-financial statement);
the correct use of the standards adopted in order to prepare the non-financial information and the document to be submitted for the approval of the Board of Directors including, and liaising with the Control, Risk and Related Party Transactions Committee, the reporting of risks relating to ESG factors in the medium/long term;
proposals and/or opinions relating to the definition and calculation of performance targets which include indicators relating to ESG factors, in coordination with the Compensation Committee;
the profit and not-for-profit strategy of the company and the Company’s gas & energy transition advocacy initiatives;
the policy for managing dialogue with all shareholders, formulated on the proposal of the Chairman of the Board of Directors in agreement with the CEO, as well as the periodic check of the correct application of such policy;
the sustainable finance initiatives.

The Committee monitors the positioning of the Company with respect to the financial markets on sustainability issues, with particular reference to the Company’s placement in the ethical sustainability indices; international initiatives on environmental, social and governance matters and the Company’s participation in them, in order to consolidate the company’s international reputation.

The Committee reports to the Board, at least once every six months and no later than the latest date for 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 Committee 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.

Read 2020 Sustainability Report.

Regulations of the Environmental, Social and Governance Committee

Number of meetings of the Environmental, Social & Governance* Committee and rate of attendance

Number of meetings

* The Environmental, Social & Governance Committee was established by Snam’s Board of Directors on 14 May 2019, to replace the Sustainability Committee. The 2018 figures, therefore, refer to the number of meetings and the rate of attendance of the Sustainability Committee.

Rate of attendance at meetings

* The Environmental, Social & Governance Committee was established by Snam’s Board of Directors on 14 May 2019, to replace the Sustainability Committee. The 2018 figures, therefore, refer to the number of meetings and the rate of attendance of the Sustainability Committee.