Environmental, Social & Governance and Energy Transition Scenarios Committee

The Committee shall conduct preliminary investigations for the Board of Directors on matters of sustainability and long-term energy transition scenarios, using the term to mean all processes, initiatives and activities aimed at overseeing the Company’s commitment to sustainable development throughout the value chain, with particular reference to: matters of climate transition and technological innovation; access to energy and energy sustainability; environment and energy efficiency; health, wellness and safety of people and local communities; respect and protection of rights, particularly human rights; integrity and transparency; diversity and inclusion and corporate governance.

For that purpose, it fosters 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;
• 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 prepares the board review activities, submitting the related proposals to the Board of Directors;
• 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;
• it monitors international initiatives on environmental, social and governance matters and the Company’s participation in them, in order to consolidate the company’s international reputation;
• it examines 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, where adopted.

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 strategic plan, and in particular it examines:

• the long-term energy transition scenarios for the preparation of the strategic plan, with respect to the short and medium-term scenarios prepared with the participation of Snam and published pursuant to applicable laws and regulations, expressing an opinion to the Board of Directors;
• matters relating to energy transition (regarding, specifically, the use of resources and energy sources that are compatible with environmental protection and progressive decarbonisation, examining in particular the initiatives undertaken by the Company to address issues raised by climate change and the relative reporting), technological innovation and circular economy;
• matters relating to sustainable finance initiatives, by monitoring the Company’s position on sustainability issues compared with that of the financial markets, with particular reference to annual reporting on new sustainable finance instruments as well as the Company’s placement in the ethical sustainability indices;
• the policies to integrate environmental, social and governance issues into the business model, including through the analysis of the related KPIs; 
• 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 Appointments and Compensation Committee;
• the profit and non-profit strategy and its implementation, also in relation to individual projects, coherently with the activities of Fondazione Snam, by means of the non-profit plan submitted annually to the Board, the non-profit initiatives submitted to the Board, as well as the Company’s gas & energy transition advocacy initiatives.

The Committee, in addition, shall express, at the request of the Board, an opinion on other environmental, social, governance and energy transition issues.

Read 2021 Sustainability Report.

Regulations of the Environmental, Social & Governance and Energy Transition Scenarios Committee