Management, Board and Board of Auditors pay
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Management, Board and Board of Auditors pay

The following policies were adopted in 2022 for the compensation of Snam’s chairman, chief executive officer, Managers with Strategic Responsibilities and non-executive directors.
 
The following are Snam’s Managers with Strategic Responsibilities, other than Directors and Auditors: Chief Financial Officer and Chief International & Business Development Officer; Chief Industrial Assets Officer; Executive Vice President Human Resources, Organization & PFM.
 
Hereinbelow is represented the theoretical pay mix for the CEO and Managers with Strategic Responsibilities.
 

chairman

The Remuneration Committee, seeking the assistance of highly specialised providers, analysed the remuneration position of the Chairman, through specific benchmarks with the following industry sector companies.

For the comparison with the market, the following Peer Group companies were considered (only companies with a non-executive Chairman):

National Peer-group Korn Ferry: Campari, Diasorin, Eni, Pirelli & C, Prysmian, Saipem, Telecom Italia, StMicroelectronics.

Integrated Peer-group Korn Ferry: Campari, Diasorin, Eni, Pirelli & C, Prysmian, Saipem, Telecom Italia, StMicroelectronics, E.On, Endesa, RWE, Severn Trent, United Utilities.

National Peer-group Mercer: Amplifon, Campari, Diasorin, Enel, Eni, Italgas, Leonardo, Pirelli & C, Prysmian, Saipem, Telecom Italia, Terna.

With reference to the 2019-2021 term of office, the Chairman of the Board of Directors receives an annual gross fixed payment for the position of € 310,000, including the annual fixed pay for Directors established by the Shareholders’ Meeting, in addition to the refunding of expenses incurred in relation to the position.

With reference to the 2022-2024 term of office, the Shareholders' Meeting determined the remuneration for the non-executive members of the Board of Directors and for the Board of Statutory Auditors. The new Board of Directors appointed for the 2022-2024 term of office will determine, on the proposal of the Remuneration Committee, the remuneration for the Chair.
 
There are no short- or long-term variable incentives, agreements concerning severance pay or benefits (apart from the insurance policy to cover professional risks) associated with the role.

 

chief executive officer

 

 
 

The Remuneration Committee, seeking the assistance of highly specialised providers, analysed the remuneration position of the CEO, through the following specific benchmarks with industry sector companies.

For the comparison with the market, the following Peer Group companies were considered:

National Peer-group Korn Ferry: Campari, CNH Industrial, Diasorin, Eni, Hera, Moncler, Pirelli & C, Prysmian, Saipem, Telecom Italia, StMicroelectronics.

Integrated Peer-group Korn Ferry: Campari, CNH Industrial, Diasorin, Eni, Hera, Moncler, Pirelli & C, Prysmian, Saipem, Telecom Italia, StMicroelectronics, E.On, Endesa, Ferrovial, Naturgy, RWE, Severn Trent, United Utilities.

National Peer-group Mercer: A2A, Amplifon, Atlantia, Campari, CNH Industrial, Diasorin, Enel, Eni, Ferrari, Hera, Italgas, Leonardo, Moncler, Pirelli & C, Prysmian, Saipem, Stellantis, Telecom Italia, Terna.

Integrated Peer-group Mercer: A2A, Amplifon, Atlantia, Campari, CNH Industrial, Diasorin, Enel, Eni, Ferrari, Hera, Italgas, Leonardo, Moncler, Pirelli & C, Prysmian, Saipem, Stellantis, Telecom Italia, Terna, Centrica, E.on, Enagas, Endesa, Engie, Ferrovial, Iberdrola, National Grid, Naturgy, Red Electrica, RWE, Severn Trent, United Utilities, Veolia, Vinci.

 

With reference to the 2019-2021 term of office, the fixed pay for the CEO was therefore defined at € 970,000, taking into consideration: the pay established by the Shareholders’ Meeting for Directors, equal to € 70,000; the pay approved by the Board with regard to the powers delegated, equal to € 150,000; the annual gross pay for the position of General Manager, equal to € 750,000.

With reference to the 2022-2024 term of office, the Shareholders' Meeting determined the remuneration for the non-executive members of the Board of Directors and for the Board of Statutory Auditors. The new Board of Directors appointed for the 2022-2024 term of office will determine, on the proposal of the Remuneration Committee, the remuneration for the Chief Executive Officer.
 

The annual variable component (Annual Monetary Incentive Plan - IMA) is calculated with reference to a minimum incentive lever (performance = 85), target level (performance = 100) and a maximum level (performance = 130) respectively equal to 60%, 70% and 91% of the fixed remuneration, in connection with the results achieved by Snam in the previous year compared with the targets defined. A threshold level is set (performance = 85), which corresponds to an incentive level of 60% of the fixed remuneration, below which the short-term incentive is not delivered.

The 2022 targets approved by the Board of Directors are based on:

  • Adjusted EBITDA (30%)
  • Investments (15%)
  • Strategic projects (20%)
  • New business milestones key projects (15%)
  • Sustainability - injury frequency and severity weighted index of employees and contractors; indices DJSI, FTSE4GOOD, CDP Climate Change and Sustainalytics, Sustainable Finance (20%) 

 

The graph illustrates the overall incentive curve of the 2022 AMI for the Chief Executive Officer. 

 
Scenarios Score Total Payout (% vs target)
Minimum 85 85%
Target 100 100%
Maximum 130 130%

For further details on the Annual Monetary Incentive (AMI) parameters for the CEO please refer to page 28 of the Remuneration Report 2022

In 2020, a long-term share-based incentive plan was defined for the next three years. Continuing on from the previous version in place during the previous three years, the 2020-2022 Long Term share-based Incentive Plan (IALT), for managerial positions with a greater impact on company results, involves the annual granting of free shares up to a maximum value for the CEO of 210% of fixed remuneration after three years (vesting period).

The plan is based on four indicators:

  • Adjusted net  profit, weighting of 50%;
  • Added Value, weighting of 30%;
  • Reductions in natural gas emissions, weighting of 10%;
  • Equal representation in terms of gender diversity in Snam's management team, weighting of 10%.

Total performance is calculated based on the three-year period performance of the parameters identified in the three-year vesting period. The four performance indicators act independently of each other.

At the end of the vesting period there are plans for an additional number of shares to be granted, defined as dividend equivalent, calculated as the value of the dividends not received in relation to the actual number of vested shares. The plan also includes a two-year lock-up period on 20% of the shares.

For further details refer to the website section dedicated to the 2020-2022 Long Term share-based Incentive Plan (LTI).

 

 

 

With regards to the indemnity for the termination of the directorship and executive position of the Chief Executive Officer, it is aligned with the recurring practice in reference markets and as already adopted by Snam in the past. Specifically, if the term of office is not renewed when it expires, or if it is terminated in advance, two years of fixed annual compensation will be payable upon termination of employment plus the average of the Annual Monetary Incentive paid over the last three years, subject to the application of the provisions of the national contract for executives of companies that produce goods and services. 

In line with the provisions of national agreements and supplementary company agreements for Snam senior management, the CEO comes under the supplementary pension (FOPDIRE/PREVINDAI), the supplementary healthcare benefits scheme (FISDE) and another health insurance (Generali/Previgen) to supplement the FISDE, life and disability insurance cover, as well as a company car for personal and business use.

MANAGER WITH STRATEGIC RESPONSABILITIES

 
 

Considering the Managers with Strategic Responsibilities, the Remuneration Committee, seeking the assistance of a highly specialised provider, analysed the average remuneration levels on the market for positions with similar levels of responsibility and managerial complexity, through specific benchmarks with the following industry sector companies:

National Peer-group Korn Ferry: Campari, CNH Industrial, Diasorin, Eni, Hera, Moncler, Pirelli & C, Prysmian, Saipem, Telecom Italia, StMicroelectronics. 

Integrated Peer-group Korn Ferry: Campari, CNH Industrial, Diasorin, Eni, Hera, Moncler, Pirelli & C, Prysmian, Saipem, Telecom Italia, StMicroelectronics, E.On, Endesa, Ferrovial, Naturgy, RWE, Severn Trent, United Utilities. 

The fixed remuneration is calculated based on the position and responsibilities assigned taking into consideration the average remuneration levels on the market for positions with similar levels of responsibility and managerial complexity in large national companies. Given the reference context and current market trends, and in continuity with 2021, the guidelines for 2022 provide selective criteria while however maintaining high levels of competitiveness and motivation. In particular, the proposed actions will concern adjustments aimed at those who hold positions for which the scope of responsibility has increased or which are positioned no higher than the median market references.
The Annual Monetary Incentive Plan (IMA) includes pay calculated with reference to the results of Snam and of individuals with a minimum incentive level (performance = 85), target level (performance = 100) and a maximum level (performance = 130) differentiated according to the level of the position held up to a maximum of respectively 30%, 35% and 52% of the fixed remuneration. A threshold level is set (performance = 85) below which the short-term incentive is not delivered.
 
For Managers with Strategic Responsibilities, the annual variable incentive is calculated partly (25%) on the company results compared with the targets assigned to the CEO, and partly (75%) on a series of individual targets (focused on the economic/financial, operating and business performance, internal efficiency and the managerial skills model). 

In line with the provisions for the CEO, Managers with Strategic Responsibilities are part of the 2020-2022 Long-Term shared-based Incentive Plan (IALT) for managerial roles which have a great impact on company results. This Plan has the same performance conditions and characteristics as the Plan for the CEO. For Managers with Strategic Responsibilities the incentive assigned is differentiated by the level of the position up to a maximum of 130% of the fixed remuneration.

The number of shares granted at the end of the three-year (vesting) period is calculated in relation to the results achieved.

For further details refer to the website section dedicated to the 2020-2022 Long Term share-based Incentive Plan (LTI). 

 

For Managers with Strategic Responsibilities the provisions include the termination of employment terms established by the national collective agreement and any supplementary terms agreed individually at the time of termination in accordance with the criteria established by Snam.
 
The effects of any termination of employment for Managers with Strategic Responsibilities on the rights assigned under the scope of long-term incentive plans are described in the allocation regulations. Specifically, in order to foster the retention of resources, it is provided that, in the case of the mutual termination of employment during the vesting period, the beneficiary keeping the right to the incentives reduced in relation to the period elapsed between the allocation of the based incentive and the occurrence of this event. No provision is due in cases of unilateral termination by the Company for just cause or for voluntary resignation.

Managers with Strategic Responsibilities come under the supplementary pension (FOPDIRE/PREVINDAI), the supplementary healthcare benefits scheme (FISDE) and another health insurance (Generali/Previgen) to supplement the FISDE, life and disability insurance cover, as well as a company car for personal and business use.

 

Non-executive directors

 

The Remuneration Committee, seeking the assistance of highly specialised providers, has analysed the remuneration positioning of the Directors, with the support of a specific benchmark with the following peer companies of the industry sector:

National Peer-group Korn Ferry: Campari, CNH Industrial, Diasorin, Eni, Hera, Moncler, Pirelli & C, Prysmian, Saipem, Telecom Italia.

Integrated Peer-group Korn Ferry: Campari, CNH Industrial, Diasorin, Eni, Hera, Moncler, Pirelli & C, Prysmian, Saipem, Telecom Italia, E.On, Endesa, Ferrovial, Naturgy, RWE, Severn Trent, United Utilities.

National Peer-group Mercer: A2A, Amplifon, Atlantia, Campari, CNH Industrial, Diasorin, Enel, Eni, Ferrari, Hera, Italgas, Leonardo, Moncler, Pirelli & C, Prysmian, Saipem, Stellantis, Telecom Italia, Terna.

The Shareholders’ Meeting of 2 April 2019 approved the remuneration of directors, setting fixed gross annual compensation for the office of € 70,000, plus the refunding of expenses incurred in relation to the position.

Their remuneration is not linked to the financial results achieved by the company nor are they recipients of the share-based incentive plans.

The 2022 Shareholders' Meeting resolved on the remuneration of non-executive directors for the 2022-2024 term of office.

Additional annual compensation is provided for participation in board committees:

    • for the Control, Risk and Related Parties Transactions Committee, with regard to the increasingly important role exercised in the oversight of company risks,€ 35,000 for the Chairman and € 25,000 for the other members
    • for the Remuneration Committee, the Appointments Committee and the ESG Committee € 25,000 for the Chairman and € 20,000 for the other members.

 

The Board of Directors appointed for the 2022-2024 term will determine the remuneration for participation in the Committees, with specific reference to the roles of Chair and Member.

There are no agreements for severance pay for Non-executive directors or compensation in the event of dismissal or termination of employment without just cause or if their employment is terminated following a takeover bid.

BOARD OF AUDITORS

 

 

The Remuneration Committee, seeking the assistance of highly specialised providers, has analysed the remuneration positioning of the Board of Auditors, with the support of a specific benchmark with the following peer companies of the industry sector:

National Peer-group Korn Ferry: Diasorin, Eni, Hera, Moncler, Pirelli & C, Prysmian, Saipem, Telecom Italia.

National Peer-group Mercer: A2A, Amplifon, Atlantia, Diasorin, Enel, Eni, Hera, Italgas, Leonardo, Moncler, Pirelli & C, Prysmian, Saipem, Telecom Italia, Terna.

The compensation of the Remuneration Committee was considered consistent both with respect to a benchmark analysis carried out with reference to industrial companies with a traditional administration and control system belonging to the FTSE Mib index, and in relation to the commitment required by the company to carry out the office.

 

According to the resolutions of the Ordinary Shareholders’ Meeting of 2 April 2019 for the 2019-2021 mandate, the remuneration of the Chairman of the Board of Auditors includes an annual gross fixed remuneration of Euro 80,000, and that of the other members involves emoluments of Euro 60,000, plus the reimbursement of expenses incurred by virtue of the office.

The 2022 Shareholders' Meeting appointed the new Board of Statutory Auditors for the 2022-2024 term of office and determine the remuneration due to the Chair and each member of the Board.

As regards the nature of the office, the following are not provided for: short- or long-term variable incentive components; agreements on severance indemnity and benefits; benefits (apart from the insurance policy to cover professional risks).

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updated
04 May 2022 - 16:47 CEST