Information on corporate governance and ownership structure

118Snam Annual Report 2012 / Report on corporate governance and ownership structureBylawsThe Bylaws define the Company’s governance model and the main rules for the operation of corporatebodies.The Shareholders’ Meeting of 26 April 2012 amended Articles 13 and 20 of the Bylaws to adopt thebalancing principle between the types of composition of corporate bodies, as ratified by Article 147-ter, paragraph 1-ter and Article 148, paragraph 1-bis of the TUF. These provisions shall be applied whenthe corporate bodies are next renewed (Shareholders’ Meeting for approval of the financial statementsfor the year ended 31 December 2012, to be held on 25 and 26 March 2013).Furthermore, the Extraordinary Shareholder’s Meeting of 30 July 2012 amended Article 5.1 of theBylaws, eliminating the indication of the par value of the ordinary shares comprising the share capitaland cancelling 189,549,700 treasury shares without par value, without affecting the amount of theshare capital. In its meeting of 12 February 2013, the Board of Directors resolved to propose certainamendments to the Bylaws at the next Extraordinary Shareholders’ Meeting of 25, 26 and 27 March2013. In particular, in addition to certain purely formal interventions, the most significant amendmentproposals are listed below.- Article 9 of the Bylaws. The clause provided for in the second section can be eliminated. In fact, thisclause contains the contents of Article 126-bis of the TUF (“Additions to the agenda”), as providedby Article 3 of Legislative Decree 27 of 27 January 2010 (“Shareholders’ Rights”). Subsequently,Article 3 of Legislative Decree 91 of 18 June 2012 (the corrective decree of “Shareholders’ Rights”)amended and supplemented Article 126-bis by renaming it (“Integration of the Shareholders’Meeting agenda and presentation of new proposals for resolution”). Article 126-bis of the TUFdoes not require that this right be reported in the Bylaws and elimination would make it possibleto avoid, as has occurred with legislation amendments, a statutory clause which does not confirmwith the law in force pro tempore. The conditions for exercising this right would, in any case, bereported in the Convocation notices for the Shareholders’ Meetings.Article 1, paragraph 2 of Legislative Decree 91 of 18 June 2012 has amended the first paragraph ofArticle 2369 of the Italian Civil Code to provide that convocation on its own shall be the defaultmethod for organising the shareholders’ meetings of companies that operate in the risk capitalmarket, except by statutory derogation. The decision to opt for a single convocation can also bejustified by the simplification requirements. Article 12 of the Bylaws is also currently aligned withthe single convocation provision.- Articles 13, 16 and 20 of the Bylaws. Directors, statutory auditors, general managers and theChief Financial Officer should not also hold an office in the administrative or control body ormanagerial duties of eni S.p.A. and its subsidiaries, or maintain any relation, directly or indirectly, ofa professional or equity nature with these companies (Article 2, paragraph 2, letter c) of the PrimeMinisterial Decree of 25 May 2012).Board of DirectorsPursuant to Article 13 of the Bylaws, the Board of Directors has a variable number of members rangingfrom five to nine, elected by list vote. Only those shareholders 51 who, severally or jointly, represent atleast 1% of the share capital shall have the right to submit lists (percentage set by Consob). In theirmeeting of 27 April 2010, the shareholders decided that there would be nine directors, and appointedthe Board of Directors 52 and the Chairman for three years, until the date of the Shareholders’ Meetingcalled to approve the financial statements for financial year 2012 (to be held on 25 and 26 March 2013).51 Each shareholder may present or be involved in the presentation of only one list, and may vote for one list only.52 For further information on the personal and professional characteristics of the directors elected, please refer to the Governancesection of the Snam website.Snam Annual Report 2012