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 air transport, holding roles of increasing responsibility in the Alitalia group from 1995 to 2017, holding positions of operational responsibility with 3,000-5,000 employees.

She has acquired specific expertise on the phases of restructuring, mergers, acquisitions and receivership, and on impacts, including process re-engineering and HR dynamics, acquiring particular consciousness of the many dimensions involved in each corporate “change”.

She has a keen interest in corporate governance, and in particular has examined ESG matters and the various expressions through which to substantialise an approach aimed at sustainable development over time. She is a follower of the B Corp movement, committed to disseminating a 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 roles of society and their ability to make a significant contribution even in top positions.

She is active in several networks for sustainability and women's empowerment and collaborates in ASviS- Italian Alliance for Sustainable Development, on the Gender Equality objective of the UN Agenda 2030.

Related material:

> Shareholdings if held

> Internal dealing

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 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.

Independent Director and Chairman of the Control and Risk and Transactions with Related Parties Committee and member of the Nomination and Remuneration Committee of IMA S.p.A. and 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.

Related material:

> Shareholdings if held

> Internal dealing

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.

Related material:

> Shareholdings if held

> Internal dealing

Main duties

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 2019 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 2017 and 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 2017 and 2018 figures, therefore, refer to the number of meetings and the rate of attendance of the Sustainability Committee.