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Corporate governance code

The corporate governance of Saipem SpA is based on international best practice standards and, in particular, on the principles of the Corporate Governance Code (hereafter Code) of listed companies approved in 2006 by the Corporate Governance Committee and promoted by Borsa Italiana SpA (available at www.borsaitaliana.it), in addition to all relevant provisions of regulations issued by Consob (Italy’s Securities and Exchange
Commission).
At their meeting of November 9, 2000, the Board of Directors of Saipem SpA resolved to adopt the Code and has aligned its Corporate Governance to amendments made to the Code in 2002.
At their meeting of December 14, 2006, the Board of Directors moved to adopt the recommendations and principles of the Code in its current version, and to monitor its application.
The Board of Directors also approved a number of resolutions implementing and specifying the provisions it contains. In particular: (i) the functions of the Board of Directors have been redefined. The Board maintains an absolutely central position with respect to the corporate governance system of the Company and retains wide-ranging responsibilities, particularly in terms of Company and Group organisation and the internal control system;(ii) the most significant transactions of the Company and the Group have been defined and presented for approval by the Board, which is required to pay particular attention to situations in which Directors have personal or third party interests, as well as to transactions with related parties; (iii) the Board of Directors also has a key role in defining sustainability policies and approving the Sustainability Report, which are also submitted to the Shareholders’ Meeting; (iv) the guidelines on the maximum number of offices held by Directors in other companies have been defined.
This annual corporate governance report was prepared, as in previous years, utilising the format of Borsa Italiana SpA (2nd Edition - February 2010). The Company strived to provide correct, exhaustive and effective information consistent with the characteristics of its business activities and corporate objectives, and in line with market requirements.
Saipem SpA and its subsidiaries are not subject to any non-Italian legal requirement that may influence the Corporate Governance of the Issuer.