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Snam Annual Report 2012 / Report on corporate governance and ownership structure131(iv) a monitoring programme to verify the effectiveness of the rules contained in the Code and theopportunity to make amendments and updates to it in order to ensure the more effectiveimplementation of its rules, in light also of the changing regulations and business.The Antitrust Code of Conduct is applicable to Snam and its subsidiaries and is particularly directed toall: (i) members of the corporate bodies, (ii) managers, (iii) employees and associates who representthe Company – together the “Snam Persons”.Procedure to be followed for the interests of directors and statutory auditors with related partiesThrough Resolution 17221 of 12 March 2010, amended by Resolution 17389 of 23 June 2010, Consobapproved the regulations on related-party transactions carried out, directly or through subsidiaries, bylisted companies and by public share issuers with persons with potential conflicts of interest, such asmajor or controlling shareholders, directors, statutory auditors and other executives, and their closefamily members.The reform of company law (Article 2391-bis of the Italian Civil Code) gave Consob, in its roleas the supervisory and regulatory body for the financial markets, the task of establishing generalregulatory principles in order to “ensure the transparency and substantial and procedural correctnessof transactions with related parties”.The measure aims to provide better protection to minority shareholders and other stakeholders bycombating any abuses which might arise from related-party transactions with a potential conflictof interest. These include, by way of example, mergers, acquisitions, disposals and reserved capitalincreases.In short, the regulation provides for:a) the reinforcement of the role of the independent directors in all phases of the decision-makingprocess on transactions with related parties;b) a system of transparency.On 30 November 2010, the Board of Directors approved the procedure on “Transactions in whichdirectors and statutory auditors have an interest, and transactions with related parties”. The procedureapplies from 1 January 2011 and is adopted pursuant to Article 2391-bis of the Italian Civil Code andConsob Regulation 17221 of 12 March 2010, “Regulation on transactions with related parties”, asamended.In its meeting of 13 February 2012, the Board of Directors made its first annual check on the effectivenessof the procedure, as required in said procedure and ahead of the three-year deadline set by Consob.The Board approved a number of amendments to take account of specific operating requirementsthat emerged during the first year of its application, as well as the modified organisational structureof Snam and its subsidiaries.The procedure has been provisionally and unanimously approved by Snam’s Control and Risk Committeewhich, pursuant to Borsa Italiana’s Code of Conduct and the aforesaid Regulation, is composed entirelyof independent directors.Treatment of Company informationIn compliance with the legislative provisions on Market Abuse, the Board of Directors has adopted the“Procedure for communication to the market of privileged information and documents concerning Snamand the financial instruments issued by it”, the “Procedure concerning the identification of relevant personsand the communication of transactions carried out by them, including via nominees, in relation to sharesissued by Snam or other financial instruments connected with such shares” (“Internal Dealing Procedure”)and the procedure “Keeping and updating of the register of persons who have access to privilegedSnam Annual Report 2012
132Snam Annual Report 2012 / Report on corporate governance and ownership structureinformation within Snam” 55 . In its meeting of 26 October 2012, the Board of Directors of Snam approvedthe updating of two of the three procedures (market disclosure and internal dealing). In particular, theamendments mainly consisted of: (i) amendment to the texts of all procedures referring to eni S.p.A. and(ii) certain updates which became necessary following amendments to regulations.Shareholders’ rightsShareholders’ Meetings are privileged corporate meetings between the Company’s management and itsshareholders.In order to involve shareholders in company life, Snam has taken various measures designed to easethe participation of shareholders in making decisions reserved to the Shareholders’ Meeting, making iteasier for them to exercise their rights. Specifically, during 2010 Snam amended its Bylaws in light ofthe transposition in Italy through Legislative Decree 27 of 27 January 2010 of Directive 2007/36/EC onthe exercise of certain rights of shareholders in listed companies (the “Shareholders’ Rights Directive”).By taking measures which the legislation leaves up to companies’, Snam aimed to provide its shareholderswith additional tools to encourage them to take part in shareholders’ meetings and exercise their votingrights (for example, the appointment of the listed company’s proxy holder).The Board of Directors has resolved to propose to the Extraordinary Shareholders’ Meeting of 25, 26 and27 March 2013 the amendment of the Bylaws in order for there to be a single convocation as a defaultfor the organisation of shareholders’ meetings of companies that use risk capital markets, unless there isa specific derogation in the articles (as provided by Article 1, paragraph 2 of Legislative Decree 91 of 18June 2012, the corrective decree named “Shareholders’ Rights”).In 2010 the website was enhanced and now features the “Shareholders’ Guide” 56 , including an interactiveversion, which aims to provide a summary of useful information which will give all shareholders a moreactive experience in their Snam investment.55 The above-mentioned procedures are published in the Governance section of the Company’s website, http://www.snam.it.56 The Shareholders’ Guide is published in the Investor Relations section of the Company’s website at: http://www.snam.it.Snam Annual Report 2012
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