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