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Snam Annual Report 2012 / Report on corporate governance and ownership structure129report on the adequacy and effective application of the control system, which is shared with the ChiefExecutive Officer and copied to the Board of Directors, after notice is given to the Control and RiskCommittee and the Board of Statutory Auditors.Code of EthicsOn 26 October 2012, the Board of Directors updated the Code of Ethics, which incorporates the mostmodern guidelines on business ethics and sustainability in a manner that is fully consistent with theobjective of including all of the values that the Company recognises, accepts and shares, as well as theresponsibilities that it assumes inside and outside the Company.The Snam Code of Ethics includes a special Addendum which considers the specifics of the activitiesengaged in by Snam and its subsidiaries, which are subject to regulation by the Electricity and GasAuthority. Special emphasis is given to relationships with the Electricity and Gas Authority and tounbundling regulations.The functions of the Supervisor of the Code of Ethics were assigned to the Supervisory Body, to whichthe following may be submitted:- requests for clarification or interpretation of the principles and contents of the Code;- suggestions relating to the application of the Code;- reports of violations of the Code that have been determined directly or indirectly.Snam employees, without distinction or exception, have the duty to comply and ensure compliance withthese principles within the scope of their functions and responsibilities. Under no circumstances canany conduct contrary to these principles be justified by the belief that one is acting in the Company’sinterests.Model 231Legislative Decree 231 of 8 June 2001 introduced rules of corporate administrative liability, on the basisof which companies may be held liable and consequently punished for offences committed or attemptedin the interest or advantage of the Company by persons vested with representation, administrationor management functions at the entity or at one of its organisational units enjoying financial andfunctional independence, as well as by persons engaging in management and control of the entity, defacto or otherwise (i.e., top management) or by persons subject to management or oversight by one ofthe abovementioned parties (i.e., individuals managed by another person). The Company is not liable if,before an offence is committed, it has adopted and effectively implemented organisational, managementand control models suitable for preventing such offences and if it has instituted a Body charged withoverseeing the functioning and observance of the models.In this regard, Snam and its subsidiaries have implemented the legal provisions by adopting its ownorganisation, management and control model commensurate with its particular nature, and byappointing for each of them a Supervisory Body responsible for monitoring the implementation andeffective application of the Model.In February 2012, following the restructuring of the Snam Group after endorsement of the provisionsof Legislative Decree 93/2011 and the introduction of environmental crimes into the text of LegislativeDecree 231/2011, a new text was approved for Model 231. Subsequently, following the conclusion ofeni’s transfer to Cassa Depositi e Prestiti S.p.A. of 30% minus one share of Snam’s voting capital and eniS.p.A.’s consequent loss of control over Snam, as part of a more complex redefinition of the Company’sinformation flows, Snam’s Board of Directors made changes to Model 231.A multi-functional team was established within the Company named “Team 231”, aimed at identifyingand developing the activities required for the update of Model 231 for the Company and its subsidiaries,through the implementation of new laws introduced into the field and the application of LegislativeDecree 231 of 8 June 2001.Snam Annual Report 2012
130Snam Annual Report 2012 / Report on corporate governance and ownership structureThe composition and functions of Team 231 have recently been modified in order to include theactivities required for identifying and organising the update of Model 231 by Snam and subsidiaries,following the approval of Law 190 of 6 November 2012 “Anti-corruption Law – Provisions for theprevention and repression of corruption and illegality in administration”.The Supervisory Body of Snam consists of the Head of HR, Organisation and Security, the InternalAuditor, the Head of Compliance and Assurance and two external members, one of whom acts asChairman.Anti-corruption Management System GuidelinesWith its resolution of 9 February 2011, the Snam Board of Directors authorised the Chief ExecutiveOfficer to adopt and update the MSG regarding compliance with reference, inter alia, to issuesconnected to the fight against corruption.The Anti-corruption MSG adopted by Snam on 13 July 2012 cancel and replace eni Circular 377 of12 November 2009 named “Anti-corruption guidelines”, adopted by the Board of Directors of Snamon 10 February 2010, in line with the Snam Code of Ethics, which prohibits corruption without anyexceptions, including between private parties.In addition to avoiding significant penalties, the purpose of the policy is to protect and promoteSnam’s reputation by introducing a specific system of rules designed to ensure that the Companycomplies with the best international standards in the fight against corruption.The adoption and implementation of the Anti-corruption MSG is mandatory for Snam and itssubsidiaries, which have implemented it through a Board of Directors resolution.The “Anti-Corruption” regulatory and procedural system was reviewed as part of the update of Model231, in relation also to the provisions of Law 190/12 (anti-corruption law) and the UK Bribery Act (inrelation to Snam’s investments abroad, and Great Britain in particular).Antitrust Code of ConductOn 3 August 2012, Snam adopted the “Antitrust Code of Conduct” (hereinafter the “Antitrust Code”)Management System Guidelines, which all employees of Snam and its subsidiaries must comply withto ensure that Snam and its subsidiaries comply with the principles set forth on antitrust regulations.Snam subsidiaries implemented the Antitrust Code into their own system of regulations.The antitrust code is one of the initiatives of the Snam Group which aim to promote the developmentof a corporate culture that protects competition and sets up systems and procedures that reduceantitrust violations to a minimum level, as part of the broader compliance initiatives (Model 231, fightagainst corruption, corporate ethics, etc.).In particular, given that the main risks that a company can experience as a result of violations of theantitrust laws include (i) pecuniary administrative sanctions; (ii) liability for compensation payable fordamages caused to third parties due to antitrust violations; (iii) damage to a company’s image; and (iv)a potentially negative impact on the prices of the securities traded on regulated markets, an antitrustcompliance programme was created following analysis of the best international practices in terms ofantitrust issues which is developed through:(i) adoption of the Antitrust Code which provides, in a simple yet exhaustive form, the detailedguidelines and code of conduct to follow in relation to antitrust issues, with particular reference tothe sectors of activity that are applicable to the Snam Group;(ii) specific communications and training initiatives for all employees which aim to ensure awareness,effectiveness and correct implementation of the Code;(iii) the establishment within Snam’s Legal and Corporate Affairs and Compliance Division of anAntitrust Unit which will support and assist in the application of the Code;Snam Annual Report 2012
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