Information on corporate governance and ownership structure

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Snam Annual Report 2012 / Report on corporate governance and ownership structure119The Board of Directors is appointed by the Shareholders’ Meeting, in compliance with the applicablelaws regarding a balance between genders and based on the lists presented by the shareholders inwhich the candidates are listed by progressive number, and in a number no greater than the membersof the body to be elected.The Board of Directors is the central body in the Snam corporate governance system and is vestedwith the broadest powers of ordinary and extraordinary administration of the Company, and, inparticular, is authorised to carry out any acts it considers expedient to the implementation andachievement of the corporate object, except for any acts which fall by law or by the bylaws to theShareholders’ Meeting.Following the sale of the controlling interest in Snam by eni S.p.A. to CDP Reti S.r.l. as provided bythe Prime Ministerial Decree of 25 May 2012, concluded on 15 October 2012, the three membersof the Snam Board of Directors who are directors of eni S.p.A. (Salvatore Sardo, Alessandro Berniniand Massimo Mantovani) resigned from their Board offices of Chairman and Director and Directors,respectively, with effect from 15 October 2012, and were replaced. The current Directors are: LorenzoBini Smaghi, Carlo Malacarne, Davide Croff, Roberto Lonzar, Roberta Melfa, Andrea Novelli, ElisabettaOliveri, Renato Santini and Mario Stella Richter. The Board of Directors appointed Lorenzo Bini Smaghias its Chairman.- Directors Carlo Malacarne, Davide Croff and Renato Santini were candidates in the list presentedby the shareholder eni S.p.A., which also included the Directors who resigned, Salvatore Sardo,Alessandro Bernini and Massimo Mantovani;- Directors Lorenzo Bini Smaghi, Roberta Melfa and Andrea Novelli were co-opted by the Board ofDirectors to replace the eni directors who resigned;- Directors Roberto Lonzar, Elisabetta Oliveri and Mario Stella Richter were candidates on the listsubmitted jointly by certain minority shareholders;- Directors Davide Croff, Roberto Lonzar, Elisabetta Oliveri, Renato Santini and Mario Stella Richterwere specifically indicated in the list since they meet the independence requirements set forth inthe Bylaws.On 15 October 2012, the Board of Directors appointed Lorenzo Bini Smaghi as Chairman (to replaceSalvatore Sardo who resigned from his office as Chairman and Director concurrently) and alsoassigned the following duties, powers and authorisations to him. In addition to that assigned to himby law and by the Bylaws, the Chairman shall have the following powers:- he is the Company’s legal representative;- he deals with institutional bodies and international authorities on issues of strategic relevance,together with the CEO;- he calls and presides over board meetings and sets their agendas, together with the CEO. He guides,oversees and coordinates board activities, ensuring proper function and adequate disclosure bydirectors; he verifies the implementation of board decisions;- in consultation with the Control and Risk Committee, he assesses and shares the CEO’s proposalswith the Board regarding the appointment, dismissal and remuneration of the Internal Auditor;- he assesses and shares the CEO’s proposals to the Board regarding the appointment of generalmanagers, the Chief Financial Officer and members of the supervisory body, pursuant to LegislativeDecree 231 of 8 June 2001.On 30 April 2010, the Board of Directors appointed Carlo Malacarne as CEO, conferring to himall functions and powers not reserved for the Board or the Chairman by law, the Bylaws or Boardresolution.Snam Annual Report 2012
120Snam Annual Report 2012 / Report on corporate governance and ownership structurePursuant to Article 19 of the Bylaws, the Chairman and the Chief Executive Office represent theCompany.During the same meeting, Marco Reggiani, the Company’s Director of Corporate, Legal andCompliance Affairs, was confirmed as the Secretary of the Board of Directors, and on that same datethe Board introduced a set of rules to regulate his work in this capacity.The Board shall periodically evaluate the independence and integrity of the Directors, as well as thelack of grounds for ineligibility or incompatibility.Pursuant to the terms of the Company Bylaws which are more favourable than those providedfor by law if there are no more than seven directors on the Board at least one must satisfy theindependence criteria established for auditors of listed companies; however, with more than sevendirectors on the board, at least three must satisfy the independence criteria. The composition of theBoard of Directors must comply with the applicable laws on balance between the genders.If one of the directors does not fulfil or no longer fulfils the established independence or integrityrequirements imposed by law, or if there are grounds for ineligibility or incompatibility, the Boardwill dismiss the director and arrange for him or her to be replaced, or will ask that the grounds ofincompatibility be removed within an established period of time, otherwise he or she must forfeitthe post.Directors’ independence and integrity as well as the inexistence of grounds for ineligibility andincompatibility is assessed following their appointment and at least once a year by the Board ofDirectors, based on information provided by the director or made available to the Company byother means. In its meeting of 12 February 2013, the Board of Directors noted that no grounds fordirector incompatibility or ineligibility existed and that the directors met the integrity requirementsfor supervisory bodies established by Ministry of Justice Decree 162 of 30 March 2000.In the same meeting of 12 February 2013, the Board of Directors noted that the non-executivedirectors Davide Croff, Roberto Lonzar, Renato Santini, Elisabetta Oliveri and Mario Stella Richtermet the independence requirements imposed by current legislation and the Code of Conduct. TheBoard of Statutory Auditors also verified that the criteria and the assessment procedures adoptedby the Board of Directors were correctly applied.In accordance with the provisions of the Code of Conduct, on 12 February 2013 the Board ofDirectors evaluated the size, composition and workings of the Board and its committees, using forthis purpose the services of Egon Zehnder International, an outside specialist.In the light of the results of Egon Zehnder International’s evaluation of the Board of Directors andits committees, the Board expressed a very positive opinion on the size, composition and workingsof the Board and its committees. Furthermore, given the outcome of the assessment, the Board ofDirectors expressed the following view on the professionals that the Board requires, which was alsoset forth in the Report of the Board of Directors to the Ordinary Shareholders’ Meeting of 25 and 26March 2013 regarding the appointment of Directors: “the skills that the majority of Directors consideruseful for strengthening the new Board are:- strategic and market orientation- knowledge of the Energy business- international dimensionOtherwise, we consider that the mix of current skills is generally appropriate for the future requirementsof Snam”.Snam Annual Report 2012
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