Remuneration

We are committed to guaranteeing a remuneration system aligned with international best practices, which supports and facilitates our development, is consistent withour strategic plan and is inspired by the principles of merit, impartiality and moderation.

Our remuneration system, under the guidance of the Appointments and Remuneration Committee, recognises the responsibilities assigned and the results achieved, evaluates the quality of the professional contribution, encourages the development of individuals and the management team and complies with the principles of equal opportunity stated in the Code of Ethics and always present in our organisational approach.

The remuneration system is designed to attract, retain and motivate a management team with strong professional qualities, able to successfully manage the company, contributing to the alignment of the shareholders’ and stakeholders’ interests with the actions of management with a view to creating medium/long-term value.

Remuneration Policy

The Remuneration Policy is defined in accordance with the governance model adopted by the company and with the recommendations of the Corporate Governance Code, contributing to achievement of the mission and corporate strategies by:

• promoting activities and conduct in line with the company's culture, while respecting the principles of diversity, equal opportunity, and the development of skills, professionalism, impartiality, non-discrimination and integrity;
• recognising the responsibilities assigned, the achievements and quality of the professional contribution made, while taking account of the reference context and the reference remuneration markets;
• defining incentive systems linked to the achievement of economic/financial, business development and operational and individual objectives, defined in terms of the sustainability of results in the long term, in line with guidelines in the Strategic Plan and the assigned responsibilities.

In addition, the remuneration for the Chief Executive Officer, the General Director of Finance and Services and key managers have a suitable balance between a fair fixed component in line with the powers and/or responsibilities assigned and a variable component defined within maximum limits and aimed at linking remuneration to actual performance.

Lastly, note that in line with international best practices, we have adopted claw-back mechanisms aimed at recovering the variable part of the compensation that is not payable since it was received on the basis of targets achieved as a result of intentional misconduct or gross negligence or on data that have proven to be manifestly incorrect.

2018 Guidelines

The main new aspect of the 2018 Remuneration Policy envisages a complete review of the variable incentive system for the CEO, General Director of Finance and Services, key managers and all other managers, with the aim of simplifying the incentive system architecture (on two levels rather than three) and further align the performance targets to shareholder expectations.

In particular, the new incentive system envisages the introduction of a co-investment plan with deferral of a portion of the bonus accrued.

The Appointments and Remuneration Committee has assessed the 2018 remuneration policy guidelines to be consistent with the applicable market references.

2017 Remuneration

The implementation of the 2017 Remuneration Policy, according to verification carried out by the Appointments and Remuneration Committee during the periodic assessment envisaged in the Corporate Governance Code, remained in line with the general principles, consistent with the 2017 Remuneration Policy and essentially coherent with market references found, both in terms of overall positioning and the pay mix.

In view of the process that in 2016 characterised the demerger from Snam and Italgas' listing on the Milan MTA market, the incentives disbursed in 2017 were paid against the final 2016 results achieved as part of the Snam group and resolved by the Snam Board of Directors following verification and proposal by the Snam Remuneration Committee.