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Snam Annual Report 2012 / Report on corporate governance and ownership structure115Change of control clausesSnam and its subsidiaries are parties to significant agreements (disclosed without causing harm to theCompany) which enter into effect, may be amended or may be cancelled in the event of acquisition ofcontrol over Snam by an entity or entities, acting jointly, other than Cassa Depositi e Prestiti S.p.A. Inparticular, this concerns bank loan agreements concluded in 2012 as a result of the loss of control ofSnam by eni S.p.A. For Snam S.p.A., this specifically concerns agreements that allow the other party toterminate the contract after an entity or entities acting in concert, other than Cassa Depositi e Prestiti,gain control of Snam such that its credit rating is downgraded to below the defined thresholds.CORPORATE GOVERNANCE SYSTEM AND RULESCompliance with the Code of ConductIn line with the values enshrined in the Code of Ethics, integrity and transparency are the principles thatSnam pursues in formulating an administration and control structure that is suited to its size, complexityand operating structure, in adopting an effective internal control system, and in communicating withshareholders and other stakeholders, particularly by reviewing and updating the information availableon its website.Snam has complied with the Code of Conduct since its listing on the stock exchange in 2001. Throughthe decision of its Board of Directors on 19 December 2011, Snam implemented the recommendationsregarding the remuneration of directors as provided by the Code of Conduct, pursuant to its lastamendment in the new version published in December 2011. On 23 April 2012, the Board of Directorsacknowledged the essential compliance of Snam’s organisational and regulatory structure with the Codeof Conduct and made the required adjustments to the governance system in order to ensure timelyimplementation.In particular, the Board:- updated the powers assigned to the Board of Directors in order to implement the new provisionsof the Code regarding: (i) internal control and risk management; (ii) remuneration policies; and (iii)shareholders’ guidelines on the professional profiles of the directors being appointed. Furthermore,detailed amendments were made in order to officially adapt the text of said powers within the Code;- modified the Appointments Committee regulation in order to further coordinate the functions of theduties required by the Code;- renamed the Internal Control Committee as the Control And Risk Committee and redefined itstasks, roles and responsibilities, in particular regarding coordination with other players in the internalcontrol and risk management system;- identified the Chief Executive Officer as the officer in charge of the internal control and riskmanagement system;- established the dependence of the Internal Auditor from the Board of Directors which, in compliancewith the Code and the rules of the Company, hereby approves their appointment, dismissal andremuneration. The Internal Auditor will report to the director in charge of the internal control andrisk management system and, in compliance with the Code, shall no longer be the head of internalcontrol.The Code of Conduct is available to the public on the website of Borsa Italiana S.p.A. (www.borsaitaliana.it).Snam Annual Report 2012
116Snam Annual Report 2012 / Report on corporate governance and ownership structureThe corporate governance system is aimed at creating value for shareholders in the medium to longterm, out of an awareness of the social relevance of the activities in which the Company is engaged, inparticular environmental protection, personal health and safety, worker protection and equal opportunity,cooperation with the local and national communities where the Company operates and, in general, theinterests of all stakeholders.Corporate governance structureThe corporate governance structure of Snam follows the traditional model, which – notwithstanding thetasks to be carried out by the Shareholders’ Meeting 50 – assigns corporate management to the Boardof Directors, supervisory functions to the Board of Statutory Auditors and auditing to the IndependentAuditors appointed by the Shareholders’ Meeting. The chosen model therefore establishes a cleardistinction between the functions of the Chairman and those of the Chief Executive Officer; pursuant toArticle 19 of the Bylaws, both retain representative powers for the Company.Please find below a graphic summary of the governance structure of the Company:50 For further information on the role of the Shareholders’ Meeting and the participation of shareholders, please refer to theGovernance section of the Snam website and the document “Report on corporate governance and ownership structure 2012”.Snam Annual Report 2012
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