Committees

Saipems's four committees

Composition

It is composed of three non-executive directors, the majority of whom are independent.

The Committee is overall adequately competent in the company's business activities and can practically assess the relevant risks; at least one member of the Committee has adequate knowledge and experience in accounting and finance or in risk management, as required by the Code of Corporate Governance.

Duties

The Committee assists the Board of Directors with reference to: 

a)     defining guidelines for the Internal Control and Risk Management System in line with the strategies of the Company;

b)     assessing, at least twice yearly, the adequacy, efficacy and effective workings of the Internal Control and Risk Management System, vis-à-vis the characteristics of the Company and its risk profile. To this end, the Committee reports to the Board of Directors, at Board meetings indicated by the Chairman thereof, at least upon the approval of the financial statements and the half-yearly report, on work carried out, as well as on the adequacy of the Internal Control and Risk Management System;

c)     approving, at least once a year, the Audit Plan drafted by the Head of the Internal Audit Function and the related Internal Audit budget, as well as any variations thereto arising during the financial year, having heard the opinion of the Board of Statutory Auditors and the CEO;

d)     assessing the expediency of adopting measures to ensure the effectiveness and impartiality of judgment of the other Company functions involved in the controls (namely the risk management functions and the functions assessing the legal and non-compliance risk), verifying that they are equipped with adequate expertise and resources;

e)     providing a description, in the Corporate Governance Report, of the essential elements of the Internal Control and Risk Management System, of the methods used for coordinating the individuals involved in it, identifying both national and international models and best practices, providing an assessment of the overall adequacy of the system;

f)      making an assessment, having consulted with the Board of Statutory Auditors, on the results reported by the independent auditors in the Management Letter and in the additional report sent to the Board of Statutory Auditors;

g)     appointing and removing the Head of the Internal Audit Function and assessing annually the ongoing validity of the requirements recognised at the time of his/her appointment, the adequacy of the resources assigned to him/her for the performance of his/her duties and the definition of the structure of his/her fixed and variable remuneration, in line with Company policies.

Further information on the activities of the Committee can be found in the Corporate Governance and Shareholding Structure Report.

Composition 

It is composed of three non-executive directors. At least one Committee member has adequate knowledge and experience in financing or compensation policies. 

Duties

• it submits the Report on the Remuneration Policy and Fees paid, especially the Policy for the remuneration of executive directors and senior managers with strategic responsibilities for the BoD's approval for its presentation at the Shareholders’ Meeting;

• it draws up proposals regarding the remuneration of the Chairman and executive directors;

• after examining the information provided by the Chief Executive Officer, it not only proposes the general criteria for the remuneration of Senior Managers with strategic responsibilities and the short and long-term incentive plans, including any share-based plans, but also establishes the performance objectives and the final statement of results of the corporate performance plans linked to the calculation of the variable remuneration of Executive Directors and to the implementation of the incentive plans;

• it regularly assesses the adequacy, overall consistency and actual implementation of the Policy adopted, puts forward proposals on the matter to the Board;

• it provides the Board with appraisals on the appointment of senior managers of the company and of the members of the company’s bodies whose appointment is the responsibility of the Board;

• it proposes the succession plan for the CEO and executive directors to the Board; as regards senior managers with strategic responsibilities, the CEO asks the Committee to examine and assess the criteria for their succession plan, and to report to the Board of Directors so it may ensure adequate procedures are in place to monitor the succession plans;

• it assists in the Board's self-assessment and helps the Board formulate recommendations on the quantitative and qualitative composition it considers best for the Board and for its committees.

Duties

The Committee has the following duties to:

a.    

1. examine policy and strategy guidance on sustainability set out by the corporate Sustainability Committee. Give the Board of Directors its opinion on the matter;

2. share with the Board of Directors and the other advisory Committees, policies based on the principles of sustainable business, which take into account the evolution of the reference scenarios, identify opportunities and create even long-term value for stakeholders, e.g. i) ethics; ii) environmental protection, with particular reference to climate change; iii) the socio-economic progress of the areas in which the Company operates; iv) the protection of human rights; v) the enhancement of differences and equality of treatment for everyone;

3. examine the general approach of the annual sustainability report and the wording of its contents, check the report communicates fully and transparently with the stakeholders and express its opinion before the Board of Directors approves this document;

4. check the general layout of the non-financial statement and the wording of its contents and ensure the information notes provided with the statement are complete and transparent. The Chairman of the Committee will send the result of its assessments to the Internal Control and Risk Management Committee before it assesses the periodic non-financial information correctly represents the business model, the corporate strategies and the impact of its operations and the performance level achieved; 

5. monitor the implementation of the sustainability vision approved by the Board of Directors, as part of the broader meaning of purpose, propose the actions required to identify the value generated by the Company for its stakeholders as part of its stakeholder engagement activities, and help identify and adopt a value measurement model;

6. monitor the Company's position on the financial markets as regards sustainability issues and, more specifically, i) sustainable finance (i.e. green bonds); ii) the relationship with ESG rating agencies; iii) participation and inclusion in sustainability indices;

7. monitor initiatives aimed at local communities, evaluate their social and environmental impact, and give a prior opinion on the Community Initiatives Plan to the Board of Directors called to approve this document;

b.    monitor the development of national and international legislation and best practices regarding corporate governance and update the Board of Directors in the event of any significant changes;

c.    check the compliance of the Company’s and the Group’s corporate governance system with the law, with the recommendations contained in the Corporate Governance Code and with national and international best practices;

d.    monitor the position of the Company's Code of Ethics as regards national and international legislation and best practices, and make proposals to the Board of Directors;

e.    provide the Board of Directors with proposals to improve the corporate governance system of the Company and its Group structure, where necessary or appropriate;

f.    examine in advance the annual report on corporate governance to be published at the same time as the financial statements;

g.    make recommendations to the Board of Directors regarding the maximum number of posts may be held on the administrative and supervisory bodies of other companies listed on regulated markets, of finance, banking and insurance companies or of any significantly large companies, which can be considered compatible with the efficient performance of a Company Director, bearing in mind the commitment associated with this role;

h.    conduct an initial investigation to ascertain the independence of each Director immediately after their appointment and during the course of their mandate, whenever events occur in which independence is of significant importance, and at least annually, whatever the circumstances;

i.    make recommendations to the Board of Directors regarding any problems arising from the enforcement of the Directors' non-competition clause pursuant to Art. 2390, Italian Civil Code, in cases where the Shareholders' Meeting has authorised a general, pre-emptive waiver of said clause on organisational grounds;

j.    examine the scenarios and guidelines to prepare the Strategic Plan with an analysis of significant issues to generate long-term value and give the Board of Directors its opinion.

Duties

• examines and gives its opinion on the adoption of rules for transparent and substantively and procedurally correct Transactions with related parties carried out by the Company and its subsidiaries and those in which a Director has a direct or indirect interest, in order to ensure compliance with the principles of transparency and substantive and procedural correctness;

• provides, where required, preliminary, grounded opinions on Transactions of major and minor Importance, which do not fall within the cases of exemption, regarding not only the interest of Saipem S.p.A. - and of the relevant directly and/or indirectly controlled companies that may be involved on a case-by-case basis - in carrying out same transactions, but also the expediency and substantive correctness of their relevant  terms and conditions;

• verifies the correct application of the conditions for exemption for transactions of major importance defined as ordinary and carried out under market or standard conditions.  For this purpose, the Committee receives information on the application of cases of exemption according to the procedures and timeframes set out in the aforementioned MSG;

• carries out any additional duties assigned by current legislation regarding Transactions with Related Parties.

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