Last update: July 5, 2010

Corporate governance system

Corporate Governance, intended as the set of business management rules governing company management and control, is growing dramatically in importance especially in companies that invite the public to subscribe to issues of securities, therefore, in those companies where efficiency and effectiveness of the business management has a strong bearing on their market credibility.

The system of 'corporate governance' under which Snam Rete Gas S.p.A. operates is in line with the principles set down in the ‘Corporate Governance for Listed Companies’ proposed by the Corporate Governance Committee of listed companies, with the applicable recommendations formulated by the Consob, and in general with ‘best practices’ adopted at national and international level. This system of good governance aims at maximising shareholder value and achieving complete transparency in terms of Company management.

The Board of Directors first adhered to the "Corporate Governance Code" with resolution of 27 July 2001 and to the subsequent amendments and additions to the same Code of July 2002. On 11 December 2006, the Board of Directors adhered to the new version of the "Corporate Governance Code" issued on 14 March 2006.

It clearly emerges from the company’s structure as defined in the mandatory provisions of the company’s articles of association and in the non-mandatory provisions of the Code, that the Company is in line with prevailing good governance practices.

The main elements making up this system are as follows:

  • provision of the By-Laws for the appointment of directors and auditors by means of the list voting system
  • attribution of a central role to the Board of Directors (see Annex) and therefore their powers as regards the company’s Corporate Governance system
  • establishment, within the Board, of the Compensation Committee and Audit Committee , both made up of non-executive directors.
  • The Audit Committee is made up exclusively of independent directors, exclusively
  • setting up of functions to be dedicated specifically to the relationship with investors and shareholders
  • organizing of an Internal Audit function whose task approved by the board of directors on 30 April 2010 (Audit Charter), is aimed at providing assessments, analyses, evaluations and recommendations regarding the design and operation of the internal audit system in order to promote its efficiency and effectiveness
  • setting out of regulations regarding the conduct of general shareholders’ meetings
  • On 27 June 2008, the board of directors resolved to adopt the Code of Ethics, in line with the most modern perspectives on business ethics.   
  • setting out of : all approved by the Board of Directors on 17 March 2006.
  • setting out of the Code of conduct for transactions with related parties, approved by the Board of Directors on 24 February 2003
  • setting out of the Organisation, Management and Control Model, prepared in accordance with Legislative Decree 231, approved by the Board of Directors on 23 April 2004.  In its meeting on 12 February 2009, the Board of Directors approved the new Model 231 which contains Snam Rete Gas's Code of Ethics. As provided by Model 231, in compliance with what is set forth by Legislative Decree 231/01, the Supervisory Body is currently made up of an external member who acts as its Chairman, the Regulatory and Corporate Affairs Director and the Internal Audit Manager.  
  • web site facility providing the company’s press releases, periodical accounting documents drawn up by the company and the information and documents regarding shareholders’ meetings.  You can also address queries to this e-mail segreteriasocietaria@snamretegas.it

    • Furthermore, it is possible to find information within the financial statements regarding:
  • remuneration of Snam Rete Gas S.p.A. company body members and CEO and, in aggregate form, also of managers with strategic responsibilities.
  • description of stock option plans used within the company.
  • quantities of stock options for the Chairman, Managing Director, CEO and, in aggregate form, for managers with strategic responsibilities.
  • indication of the investments held by the same Snam Rete Gas S.p.A. parties.
Annex Select all
Main attributions of the Board of Directors