Remuneration Policy 2022

The remuneration system recognises responsibilities assigned, results achieved and the quality of the professional contribution, and it adheres to the principles of personal development and equal opportunity that have always formed a part of Snam’s organisational culture.

The Compensation Committee undertook its annual assessment of Snam’s remuneration policy in early 2022. In making its decisions, with a view to consistency, the Committee took into account the decisions taken by the Shareholders’ Meeting of 28 April 2021 and by the Board of Directors in 2021, following an evaluation of the regulatory framework regarding remuneration, with particular reference to said Issuers’ Regulations Art. 84-quater and Annex 3A, scheme 7-bis, incorporating Italian Legislative Decree No 49 of 10 May 2019, implementing SHRD II, as well as the practices in the preparation of the remuneration report in a national and international context.

The Snam Remuneration Policy for 2022 for Directors, Auditors and Managers with Strategic Responsibilities was approved by the Board of Directors, on the recommendation of the Remuneration Committee, at the meeting of 16 March 2022 and subsenquently approved with a binding vote by the Shareholders' Meeting of 27 April 2022.

AT-A-GLANCE: SNAM’S REMUNERATION POLICY

Connection between the Company’s Strategic Plan and the incentive system.

Pillars of the Strategic Plan	Short-term incentives	Long-term incentives
Energy Networks and Storage	- EBITDA - Investments - Strategic projects	- Added value - Net profit
Green Projects	- EBITDA and New business milestones
International asset portfolio
Value creation from the financial structure
ESG (Environmental, Social & Governance)	- Safety - accident index - Positioning in the main indices - Sustainable finance	- Reduction of methane emissions - Gender diversity in management

Incentive systems

Short-term incentive systems	Long-term incentive systems
Existence of a short-term incentive system (cash) (Annual Monetary Incentive - AMI)	Existence of a long-term incentive system (equity) (Long-Term Share-Based Incentive -IALT)

Annual Monetary Incentive (AMI) 2022 parameters for the CEO - Weight

Adjusted EBITDA

30%

Investments

15%

Strategic projects

20%

New business milestones

15%

Sustainability - Weighted accident frequency and severity index; DJ SI, FTSE4G00D, CDP and Sustainalytics indices; Sustainable Finance

20%

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

Long Term share-based Incentive Plan (IALT) 2020-2022 parameters - Weight

Adjusted net profit

50%

Added value

30%

Reductions in natural gas emissions

10%

Equal representation in terms of gender diversity in Snam's management team

10%

CYCLE OF ACTIVITIES OF THE COMPENSATION COMMITTEE

January - March

Evaluation of the policies adopted in 2020
Examination of the amendments introduced by Consob to Regulation 17221/2010 (so-called Issuers' Regulation)
Definition of the 2021 Remuneration Policy
Final calculation on the achievement of Company's 2020 objectives
Definition of the 2021 Report on remuneration policy and on the compensation paid
Definition of a new methodology for calculating the gender pay gap

October - December

Assessment of the adoption of new parameters for the calculation of natural gas emissions
Appointment of Korn Ferry to weigh the positions of the MSR and the Leadership Team and related remuneration benchmarking

April - June

Calculation and vesting of Long Term Incentive instruments
Remuneration benchmarking analysis (MSR)
Examination of sterilizations for short- and long-term incentives

July - September

Analysis of shareholders' meeting votes on the 2021 Report on remuneration policy and on the compensation paid
2021-2023 Long-Term Share-Based Incentive Plan - Examination of the Regulations and proposed allocation of an incentive to the Chief Executive Officer

2022 REMUNERATION POLICY GUIDELINES

The Guidelines to the 2022 Remuneration Policy (hereinafter also the "Guidelines") are defined in the line with that established in 2021, consistent with the purpose and general principles laid down and have been assessed by the Remuneration Committee as consistent with the applicable market references.

The Board of Directors will determine the remuneration of directors holding special offices and the remuneration for non-executive directors for participation in the Board Committees in line with 2022 remuneration policy guidelines and the relevant pay mix structures.
The remuneration instruments are summarised and explained in the following chart:

Fixed remuneration

Includes all fixed annual remuneration (Gross Annual Remuneration, remuneration as directors, remuneration for special offices, etc.)

Reward Policy

Long-term
incentives

Share-based plan with annual assignments and three-year vesting period
KPIs: Added Value, Adjusted net profit, Sustainability

Annual
Monetary Incentive

Monetary plan defined based on short-term
KPI targets: Adjusted EBITDA, Investments, New business milestones, Strategic projects, Sustainability

Learn about the members of the Compensation Committee