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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
122Snam Annual Report 2012 / Report on corporate governance and ownership structureCommittees instituted by the Board of DirectorsFor more efficient performance in its duties, in accordance with the Code of Conduct, the Board ofDirectors has established three committees: the Remuneration Committee, the AppointmentsCommittee and the Control and Risk Committee. The composition, duties and operations of theCommittees are governed by the Board and set forth in specific regulations (which are available inthe Governance section of the Company’s website), in compliance with the criteria established inthe Code.Furthermore, pursuant to Article 16 of the Bylaws, the Combined Independent ManagementCommittee has been created.1) The Remuneration Committee consists of three non-executive directors, two of whom areindependent, including the Chairman Davide Croff. The other members are: Andrea Novelli andElisabetta Oliveri. The Committee has the following responsibilities in terms of making proposalsand providing advice to the Board on directors’ remuneration:- to submit the Remuneration Report for the approval of the Board of Directors, with particularregard to the Remuneration Policy for directors and managers with strategic responsibilities,so that it may be presented to the Shareholders’ Meeting called to approve the financialstatements within the time limits set by law;- to periodically evaluate the suitability, compliance and sound application of the policyadopted, expressing proposals to the Board in this regard;- to make proposals relating to the remuneration of the Chairman and the Chief ExecutiveOfficer, concerning the various forms of compensation and remuneration;- to make proposals on the remuneration of the members of the Directors’ Committeesestablished by the Board;- to make proposals, having considered the recommendations of the CEO, regarding thegeneral criteria for the remuneration of managers with strategic responsibilities, annual andlong-term incentive plans including those based on equity; to define performance objectivesand record the results of performance plans in order to determine the variable remunerationof directors with specific responsibilities and the implementation of incentive plans;- to monitor the implementation of the decisions taken by the Board;- to report to the Board on its activities every six months.The Committee also expresses any opinions requested of it pursuant to the procedures in regard totransactions with related parties according to the terms and conditions set forth in the procedure.In accordance with the decision of the Board of Directors, each year the Remuneration Committeereviews the remuneration structure for the Internal Auditor, checking that it meets the generalcriteria approved by the Board for all managers and informing the Chairman of the Control andRisk Committee of its findings so that they, in turn, may report on the matter to the Board.2) The Appointments Committee is composed exclusively of non-executive and independentDirectors: Davide Croff, Roberto Lonzar and Renato Santini. Davide Croff chairs the Committee.On 23 April 2012, the Board of Directors approved the new regulation. The AppointmentsCommittee makes proposals and provides advice to the Board of Directors.The Committee has the following functions:- to propose the candidates for the office of director to the Board, in the event that during theyear one or more directors leaves the board (Article 2386, paragraph 1, of the Italian CivilCode), ensuring adherence to the provisions regarding the minimum number of independentdirectors and the percentages reserved for the under-represented gender;Snam Annual Report 2012
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