Report
Expert Corporate Governance Service (ECGS)
EUR 1000.00 For Business Accounts Only

Snam S.p.A. – AGM 18 June 2020

In item 1 of the extraordinary session, the Board of Directors requests the authorization to cancel up to maximum 129'164'660 treasury shares (3.8%). The maximum number of shares to be cancelled is reasonable, and the cancellation of treasury shares will have no effects on existing shareholders' rights. However, in light of the Covid-19 pandemic, ECGS believes that a re-issue of treasury shares is much more advisable to allow the Company to better face expected macroeconomic difficulties. The net proceeds from the sale of treasury shares might be used, for instance, to reduce the Company's net debt or to support sustainability initiatives. Therefore, we recommend shareholders to OPPOSE.

 

In item 3 of the ordinary session, it is proposed to authorize the Board to buy-back shares representing, together with treasury shares currently held, no more than 6.5% of the share capital. The terms of the authorization are in line with our guidelines, but ECGS considers that the potential impact of the Covid-19 induced crisis is not yet clearly known. Therefore, we consider that it is not appropriate to seek approval for a new buyback programme. It should also be noted that the Board proposes to cancel up to 129.1 million treasury shares that might be used for the same purposes as those for which the buyback authorization is sought. Therefore, we recommend shareholders to OPPOSE.

 

In item 4.1 of the ordinary session, shareholders are called to a binding vote on the remuneration policy for the 2020-2022 period. The remuneration amounts are reasonable (the CEO's fixed remuneration is in line with the median of European Utilities and below large Italian companies), and the aggregate variable remuneration is capped at 301% of the base salary, which is slightly above ECGS' voting policy limit of 300%. In our opinion, the incentive schemes are adequately structured to align the interests of executives and shareholders in the long term. We also welcome the increased weighing of sustainability-related indicators used to calculate annual and long-term incentives (from 10% to 20% of the incentives), and we appreciate that Snam has adopted the longest term allowed by Italian legislation for the application of clawback clauses (10 years). Therefore, we recommend approval.

Underlying
Snam

Snam is engaged in the construction and integrated management of natural gas infrastructure. It manages the gas systems, develops infrastructure and provides integrated services for the market. Co. is also engaged in natural gas transportation, storage, regasification and urban distribution. Co. manages a national transportation network, including eight storage facilities, one regasification plant and a local distribution network.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

Proxinvest main services are :

  • ​Proxy reports
  • Definition and monitoring of client customized voting guidelines
  • Corporate Governance Data and Rating
  • Thematic research
  • Engagement support

Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.

Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.

As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide. 

Analysts
Expert Corporate Governance Service (ECGS)

Other Reports on these Companies
Other Reports from Proxinvest
Other Reports from these Analysts

ResearchPool Subscriptions

Get the most out of your insights

Get in touch