Information on corporate governance and ownership structure

Snam Annual Report 2012 / Report on corporate governance and ownership structure123- to submit to the Board of Directors, upon proposal of the CEO, the candidates for thereplacement of the corporate bodies of direct subsidiaries. The Committee’s proposal is binding;- to develop and propose: a) annual self-assessment procedures for the Board of Directors andits committees; b) directives on the limits and rules against the accumulation of positionsby the directors of Snam and its subsidiaries; and c) criteria for assessing the professionaland independence requirements that apply to directors of Snam and its subsidiaries, and theircompetitive activities;- to report to the Board on its activities every six months.3) The Control and Risk Committee is composed of three non-executive independent directors(Roberto Lonzar – Chairman, Renato Santini and Mario Stella Richter), and, as defined in the Codeof Conduct for listed companies, its role is to propose and advise the Board in order to support, withthe appropriate research, the assessments and decisions of the Board regarding the internal controland risk management system, in addition to the approvals of the periodic financial statements.In particular, the Committee has the following functions:a) to evaluate, together with the Chief Financial Officer and upon hearing the opinion of theIndependent Auditors and Board of Statutory Auditors, the proper use of accounting standardsand their consistency for purposes of preparing the consolidated financial statements;b) to express opinions on specific aspects involving the identification of the main risks to theCompany;c) to perform additional duties assigned to it by the Board of Directors, in particular expressingan opinion on the rules governing the transparency and substantial and procedural correctnessof transactions with related parties and those in which a director or statutory auditor has aninterest, either on his own behalf or on behalf of a third party;d) to examine the periodic assessment reports of the internal control and risk managementsystem and the reports of particular significance prepared by the Internal Auditor;e) to monitor the autonomy, adequacy, efficiency and effectiveness of the Internal Auditdepartment;f) to potentially request the Internal Auditor to carry out checks on specific areas of operation,while concurrently informing the Chairman of the Board of Statutory Auditors;g) to report to the Board, at least every six months, upon approval of the annual and half-yearlyfinancial statements, on the activity carried out and the adequacy of the internal control andrisk management system;h) to express an opinion on the proposals made by the Chief Executive Officer, in agreementwith the Chairman, to the Board of Directors (i) regarding the appointment, dismissal andremuneration of the Internal Auditor, in line with the Company’s remuneration policies, and (ii)which aim to ensure that this individual has the appropriate skills and resources with which tocarry out his/her duties.Furthermore, the Committee informs the Board of Directors in regard to its opinion on:1. the definition of the guidelines for the internal control and risk management system, so that themain risks affecting the Company and its subsidiaries are correctly identified and adequatelymeasured, managed and monitored, and to determine the degree of compatibility of such risksthrough management that is in line with the strategic objectives that have been set;2. periodic assessment, at least annually, of the adequacy of the internal control and riskmanagement system with regard to the characteristics of the Company and the risk profileassumed, as well as its efficacy;3. periodic, but at least annual, approval of the work plan prepared by the Internal Auditor;Snam Annual Report 2012