Snam’s governance
and principles
Thanks to a robust governance structure, we conduct our activities with integrity and transparency, and fight corruption, favouring close interaction with the surrounding context and our stakeholders.
BoD
The Board of Directors plays a central role in the Company’s corporate governance structure, establishing its strategic, organisational and control policies, as well as those of the Subsidiaries, and monitoring their implementation.
Articles of Association
In 2021, Snam's Articles of Association were amended by the Shareholders' Meeting to formalise the company's commitment to the energy transition and sustainable success. This commitment is reflected in the pursuit of long-term shareholder value and in meeting stakeholder interests.
The Committees
The Board of Directors has set up three Committees: the Control and Risk and Related-Party Transactions Committee, the Appointments and Remuneration Committee and the Environmental, Social & Governance and Energy Transition Scenarios Committee. The Control and Risk and Related-Party Transactions Committee performs advisory and investigative functions for the Board of Directors, supporting decisions on internal control and transactions involving directors' interests; the Appointments and Remuneration Committee has an advisory, recommendatory and informative role for the Board of Directors on the composition, size, gender parity and remuneration of directors and committees; the Environmental, Social & Governance and Energy Transition Scenarios Committee performs investigative, recommendatory and advisory functions for the Board of Directors on sustainability and long-term energy transition scenarios.
To improve transparency and the alignment of corporate objectives, the Remuneration Policy was integrated with the 2022-2026 Strategic Plan. New targets have been added to the incentive plans by including, for the short-term, a sustainability metric linked to ESG criteria within the supply chain scoring model, and for the long-term, a business metric linked to Energy Transition Readiness.
Snam's remuneration and incentive system
With a view to providing all stakeholders with better information and clarity, disclosure was consolidated in terms of the link between the Remuneration Policy and the 2022-2026 Strategic Plan. In addition, new targets have been incorporated into the incentive plans, including both short-term (IMA) and long-term (IALT) metrics related to ESG criteria and Energy Transition Readiness.
Stakeholder relations and materiality analysis
Snam fosters a collaborative relationship with all its stakeholders aimed at dialogue and active listening, developing tools and engagement actions that strengthen trust and inclusion and mutual growth.
- Understanding the context in which Snam operates;
- Identification of sustainability issues and related impacts, risks and opportunities for assessment;
- Assessment of impacts, risks and opportunities by top management and stakeholders;
- Aggregation of results and definition of material topics and related impacts, risks and opportunities for Snam.
CSRD
With the aim of anticipating the requirements of the Corporate Sustainability Reporting Directive (CSRD) in force from 2024, Snam has restructured its sustainability reporting as early as 2023, integrating into the NFS the information relating to Snam's governance and sustainability strategy, management of impacts, risks and opportunities, and materiality analysis. This was done in order to proactively respond to the provisions of the new European Sustainability Reporting Standards (ESRS). Snam has therefore reviewed its sustainability topics according to new standards, including compliance with ESRS reporting and the CSRD: analysis was carried out to integrate information required by the new reporting standards by involving the responsible functions to verify the alignment of data and reporting processes.
Main Snam policies and guidelines
Snam has implemented a wide range of policies and guidelines on issues such as environment, people, suppliers, community, human rights, tax, legality and governance. These establish specific actions and objectives to align the Group's operations with the highest regulatory standards and ethical principles. For further information on the policies adopted by Snam, please refer to Annex 2 – Snam's Main Policies and Guidelines in the Non-Financial Statement.
With a view to strengthening the reporting process, the 2023 Non-Financial Statement was subjected to a limited assurance conformity assessment, with extended audit activities on direct GHG emissions (Scope 1) and indirect GHG emissions from energy consumption (Scope 2), for which a full review (reasonable assurance) was performed by the appointed independent auditors Deloitte & Touche S.p.A.
Acting in accordance with business ethics and anti-corruption principles
Snam has adopted and effectively implemented a Management System for the Prevention of Corruption in accordance with UNI ISO 37001:2016 (Anti-Corruption Management System), namely its Anti-Corruption Compliance Programme. This allows Snam to identify and assess corruption risks inherent to the exercise of its business activities in order to prevent the violation of relevant internal and external regulations.
With a view to preventing and combating both active and passive corruption, the choice of suppliers and business associates and the management of relations with them and the relevant contractual protection clauses involve three levels of action:
Before entering into any type of relationship with a Business Associate, the Function concerned must request Due Diligence.
Before entering into any type of relationship with a Business Associate, the Function concerned must request Due Diligence.
Managing Impacts, Risks and Opportunities
The Head of Enterprise Risk Management (ERM) leads a unit that plays an essential role in the integrated management of corporate risk in all Group companies. The results of periodic risk assessments and related management strategies are presented to Snam's various control and governance bodies, including the Control and Risk Committee, the ESG Committee, the Board of Statutory Auditors and the Board of Directors. In addition, they are shared with the internal functions, such as Internal Audit and Strategic Planning and Sustainability, involved in the risk assessment process.
The ERM unit promotes a culture of risk prevention by training board members and employees on the application of risk management methodologies and the evolution of the ERM Model. These initiatives aim to create awareness of corporate roles and responsibilities and to present the ERM model and risk assessment methodology.
Risks and opportunities are identified from the starting point of business processes, an analysis of external and internal contexts and the objectives outlined in the company's strategic plan. Risks and opportunities are taken on according to priority, considering so-called residual severity values and are classified into financial, operational, legal and compliance and strategic. The residual severity represents the actual exposure to a specific risk and is obtained by combining the inherent severity with an assessment of the effectiveness and adequacy of the measures taken to mitigate the risk. At the end of 2023, 131 risks and 47 opportunities had been mapped across all business processes; 48 risks and 23 opportunities were classified as sustainability-relevant.
Climate change risk assessment
In 2023, Snam integrated a Climate Change Risk Management (CCRM) framework into the ERM Model to better manage risks and opportunities related to climate change, thereby increasing business resilience. The CCRM addresses physical (e.g. floods, fires) and transitional (e.g. political, legal, technological, market) risks.
We assess the physical and transitional impacts of climate change considering area and company-related specifics and use different approaches and tools based on the expected life of assets and timeframes (short, medium, long term) identified in the Climate Change Risk Management process.
the future
recognitions