Environmental, Social & Governance and Energy Transition Scenarios Committee

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, including the impacts of climate change, 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 analyses methodologies and tools to identify and monitor ESG risks in an integrated manner, mapping their evolutionary dynamics and interconnections with other factors capable of triggering their possible impacts, paying particular attention to the environmental dimension, for aspects related to climate change, and to the social dimension, related to inequalities.

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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Massimo Bergami

Independent director

curriculum

Born in Bologna in 1964. He has been an independent Director of Snam since 27 April 2022.

He graduated with honours in Economics from the University of Bologna, completed a PhD in Business Management and has gained international experience at the University of Michigan, University of Florida and New York University.

He is currently a Full Professor of Corporate Organisation at the University of Bologna and Dean of the Bologna Business School. He is a non-executive Director on the Board of Directors of Ferrarelle S.p.A. and EFMD.

He works in the field of organisational identity and is the author of several essays and publications in international scientific reviews.

He was a Member of the Committee for Natural Capital (Ministry of the Environment and Land and Sea Protection); Economic Director of the Ministry for Regional Affairs, Tourism and Sport; Coordinator of the White Paper on Innovation and Entrepreneurship and Advisor to the Ministry of the Defence.

He has carried out and continues to carry out activities to support research, innovation and entrepreneurship and since 2013 he has been a Senior Advisor of Fondazione MAST.

He has gained years of experience in the governance of listed companies, as Member of the Control and Risk Committee at Brunello Cucinelli S.p.A. and Telecom Italia Media, Member of the Compensation Committee, Control Committee, Lead Independent Director at Ducati Motor Holding S.p.A. and Member of the Strategy Committee at Ferretti Group S.p.A..

He is an Honorary Professor at Nankai University and Mirbis and was awarded the honorary title of Knight and Commander of the Order of Merit of the Italian Republic.

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Qinjing Shen

Non-executive director

Bachelor Degree and Master’s Degree in Electrical Power System and its Engineering from Zhejiang University, China.

Currently he holds the office of Board member of CDP RETI S.p.A., Italgas S.p.A., Terna S.p.A. and State Grid‘s Chief Representative in Italy.

He has held the position of Director of Department of Business Development&Strategy, State Grid International Development , LTD from 2016 to 2021. As Key Contact and Coordinator in CPFL Energy sophisticated transactions of Brazil (Deal size: 9 billion USD, including Controlling Block deal, Mandatory Tender Offers for CPFL Energy minority shareholders, Mandatory Tender Offers for CPFL Renewabie, Re-IPO of CPFL). As Key player for State Grid’s other M&A deals (Chilquinta, Chile (2.5 billion USD, 2020) CGE, Chile (3 billion USD, 2021).

He has held the position of Deputy Director of Department of Business Development&Strategy, State Grid lnternational Development , LTD from 2013 to 2016. As Project Manager and Key Contact of CDP Reti transaction (2.2 billion Euro) in 2014. Highly evolved in several Australia M&A transactions at that period for State Grid.

He has held the position of Project Manager of Department of Business Development&Strategy, State Grid International Development , LTD from 2008 to 2013. As Project Manager acquired 7 transmission Concessions in Brazil from Spain investors (1 billion USD) in 2010. Participating in the transaction of NGCP of Philippines (2009), REN of Portugal (2011).

He has held the position of Dispatching Engineer of Dispatching Communication Center, Zhejiang Electric Power Company (a subsidiary of State Grid Corporation of China) (2003-2008).

From 17^th February 2022 he is member of the Board of Snam S.p.A.

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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. and Effective Auditor of Sogefi S.p.A.

She is the author of many publications and legal monographs and contributes to the compilation of prestigious legal journals.

Lastly, the research scope of her publications is also geared towards providing answers to climate change issues in the legal sector.

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Main duties of ESG Committe

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 2021 Sustainability Report.

Regulations of the Environmental, Social and Governance Committee

Number of meetings of the Environmental, Social & Governance* Committee and rate of attendance (2021)

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.