Environmental, Social and Governance Committee

The Committee is composed of three non-executive directors, two of them are independent, as defined by the Corporate Governance Code.

The Committee shall offer advice and recommendations to the Board of Directors in order to promote the continuous integration of national and international best practices into the corporate governance of Snam and of environmental, social and governance matters into the company’s strategies so as to create value for shareholders in general and for stakeholders in the medium to long-term, in accordance with the principles of sustainable development.
The committee, in particular, shall have the following functions:

• monitor 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;
•  prepare the board review activities, submitting the relative proposals to the Board of Directors;
•  draw up and propose diversity policies to the Board of Directors as specified in letter (d-bis) of article 123-bis of the CLF;
• examine the Company’s policies on human rights, business ethics and integrity, diversity and inclusion; the policies to integrate environmental, social and governance issues into the business model, including through the analysis of the relative KPIs;  the initiatives undertaken by the Company to address issues raised by climate change and the relative reporting; the approaches, objectives and consequent processes regarding sustainability and the sustainability reporting submitted annually to the Board of Directors; 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 that may be important in terms of sustainability also in the medium/long-term; the profit and not-for-profit strategy of the company and the Company’s gas advocacy initiatives; and the sustainable finance initiatives.
•  monitor 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 and international initiatives on environmental, social and governance matters and the Company’s participation in them, in order to consolidate the company’s international reputation.
•  after every meeting, the Committee shall update the Board of Directors by reporting, at the first available meeting, on the topics discussed and the comments, recommendations and opinions formulated therein; it shall also report to the Board, at least once every six months and no later than the dates on which the annual and half-yearly financial report are to be approved, on the activities it has carried out, in the board meeting indicated by the Chairman of the Board of Directors.

Read 2018 Sustainability Report.

Regulations of the Environmental, Social and Governance Committee