Composition
The Board of Directors is composed of nine Directors:
• 6 are appointed from the majority list presented jointly by Eni S.p.A. and CDP Equity S.p.A.;
• 3 are appointed from the minority list presented by institutional investors.
The current Board of Directors was appointed for three financial years by the Shareholders' Meeting on 30 April 2021. Its mandate will expire on the date the Shareholders' Meeting is called to approve the financial statement as at 31 December 2023.
On 31 August 2022, Saipem's Board of Directors co-opted Alessandro Puliti as director to replace Pier Francesco Ragni following his resignation, pursuant to Art. 2386, first paragraph, Italian Civil Code. Also on 31 August 2022, the Board of Directors appointed Alessandro Puliti as CEO and confirmed him as General Manager, to replace Francesco Caio (former CEO and General Manager of the Company) following the latter's resignation.
Pursuant to Art. 2386 of the Italian Civil Code, the Shareholders’ Meeting on May 3, 2023, appointed Alessandro Puliti as member of the Board of Directors, his mandate expiring together with those of the current Directors, i.e., at the Shareholders’ Meeting convened to approve the financial statements as at December 31, 2023. On May 3, 2023, the Board of Directors confirmed Alessandro Puliti, already General Manager of the Company, as Chief Executive Officer.
On 26 October 2022, Saipem's Board of Directors co-opted Davide Manunta as director, pursuant to Art. 2386, first paragraph, Italian Civil Code.
Pursuant to Art. 2386 of the Italian Civil Code, the Shareholders’ Meeting on May 3, 2023, appointed Davide Manunta as member of the Board of Directors, his mandate expiring together with those of the current Directors, i.e., at the Shareholders’ Meeting convened to approve the financial statements as at December 31, 2023. On May 3, 2023, the Board of Directors confirmed Davide Manunta as member of the Sustainability, scenarios and governance committee.
The Board of Directors complies with the legislation on gender balance: therefore, two fifths of the Directors (4 out of 9) belong to the least represented gender.
Furthermore, at least half the Directors (5 out of 9) are independent, in line with the recommendations for large companies established by the Code of Corporate Governance, to which Saipem adheres.
Since 30 April 2021, the Board of Directors has annually ascertained and verified the existence of the requisites of independence for the Directors Roberto Diacetti, Patrizia Michela Giangualano, Paola Tagliavini and Paul Schapira. In light of the duties and role assigned to the Chairman, Silvia Merlo was also confirmed as Independent Director.
The Board of Directors consists of a majority of independent Directors and all non-executive Directors, except for the Chief Executive Officer and General Manager.
Based on the statements provided by the Directors and the information available to the Company, the Board of Directors has ascertained that all Directors meet the requisites of integrity and that no grounds of ineligibility and incompatibility exist, as required by current legislation.
Role
The Board of Directors is the central body of Saipem's governance system.
Article 20 of the Articles of Association establishes that the Board of Directors has exclusive management of the company. According to the resolution of 30 April 2021, the Board of Directors also:
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leads the Company by pursuing its sustainable success and, consistently with this objective;
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is asked by the Chief Executive Officer to set out the strategic lines and objectives of the Company and the Group, including their sustainability policies, and to monitor their implementation;
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defines the most practical system and rules of Corporate Governance for the Company and the Group for the performance of the business and the pursuit of its strategies, taking into account the autonomy offered by the legal system. If necessary, it evaluates and promotes appropriate changes, and submits them, when applicable, to the Shareholders' Meeting;
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it promotes the most appropriate forms of dialogue with shareholders and other major Company stakeholders.
Appointment
The Directors are appointed according to Art. 19 of the Articles of Association, by means of a voting list in order to ensure the presence of representatives designated by the minority shareholders and guarantee the gender balance according to current legislation (Italian Law 160/2019).
The lists are filed at the Company headquarters at least 25 days prior to the Shareholders’ Meeting on first or single call and published on the Company website www.saipem.com, together with the professional CV of each candidate.
The lists can be submitted by all shareholders who, either individually or collectively, hold shares with voting rights representing at least 1% of the entire ordinary share capital, according to a specific provision established annually by CONSOB.
The Directors possess not only the requisites of integrity laid down by the legislative provisions in force, but also the professional requisites and experience required to execute their mandate effectively and efficiently.
Board meetings
Saipem's Articles of Association do not specify how often the Board should meet, even though Art. 21 expects it to occur at least quarterly and normally a board meeting is held at least once a month.
Committees
Four committees have been appointed within the Board of Directors.
pdf - 06-2023
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