Information on corporate governance and ownership structure

Snam Annual Report 2012 / Report on corporate governance and ownership structure121The independent directors met in 2012, in line with the Code of Conduct, to approve the report anddiscuss the issues of major importance. In particular, at that time the Chief Executive Officer indicatedthe need for (i) Snam to set into motion on the market the refinancing for the repayment of the existingdebt to eni in view of the latter’s exit from Snam and its subsidiaries; and (ii) setting up a Snam financefunction, separate from that of eni. The statutory auditors of Snam were invited to that meeting.Board of Statutory AuditorsIn compliance with the provisions of the law and the Bylaws, Snam’s Board of Statutory Auditors iscomposed of three statutory auditors and two alternate auditors, who are appointed by the Shareholders’Meeting for three-year terms and may be re-elected at the end of their term in office. Like the Board ofDirectors and in line with applicable provisions, the Bylaws provide for the auditors to be appointed bylist vote, except when they are replaced during their term in office.The Board of Statutory Auditors is appointed by the Shareholders’ Meeting, in compliance with theapplicable laws regarding balance between genders and based on the lists presented by the shareholdersin which the candidates are listed by progressive number, and in a number not to exceed the membersof the body to be elected.The Shareholders’ Meeting of 27 April 2010 appointed the following auditors 53 for a period of threeyears or until the date of the Shareholders’ Meeting called to approve the 2012 financial statements:Massimo Gatto (Chairman), Roberto Mazzei and Francesco Schiavone Panni (statutory auditors), andGiulio Gamba and Luigi Rinaldi (alternate auditors). Roberto Mazzei, Francesco Schiavone Panni andGiulio Gamba were elected from the list presented by eni S.p.A. Massimo Gatto and Luigi Rinaldi wereelected from the list presented by a number of minority shareholders.Alternate auditor Giulio Gamba resigned from office on 21 January 2013.Statutory auditors are chosen from among those who meet the professionalism and integrity requirementsindicated in Ministry of Justice Decree 162 of 30 March 2000. For the purposes of this Decree, theCompany’s business areas are commercial law, business administration and corporate finance. Likewise,the sector pertaining to its business is the engineering and geological sector.The Board of Statutory Auditors, based on its own statements, has verified that all members of the Boardsatisfy the independence requirements provided by law, as well as those for directors contained in Article3 of the Code of Conduct.Independent auditorsAs required by law, the Company’s financial statements are audited by Independent Auditors includedin the relevant register and appointed by the Shareholder’s Meeting based on a proposal issued by theBoard of Statutory Auditors.On the same date, the Shareholders’ Meeting appointed Reconta Ernst & Young S.p.A to audit theCompany for the 2010-2018 period.RemunerationAt its meeting of 27 February 2013, the Board of Directors approved the Remuneration Report requiredby Article 123-ter of the TUF, which will be submitted to the Shareholders’ Meeting. The Reportcontains, inter alia, the Remuneration Policy for the Chairman, CEO and other managers with strategicresponsibilities. The Remuneration Report prepared in accordance with Article 123-ter of the TUF can befound in the Governance section of the Company’s website.53 For further information on the personal and professional characteristics of the statutory auditors elected, please refer to theGovernance section of the Snam S.p.A website.Snam Annual Report 2012