Corporate Governance
Saipem undertakes to maintain and strengthen a governance system in line with international best practice standards, able to deal with the complex situations in which Saipem operates, and with the challenges to face for sustainable development. 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, in addition to all relevant provisions of regulations issued by Consob (Italy‘s Securities and Exchange Commission). Saipem‘s organisational structure is based on the traditional administration and control model where the Board of Directors is the central body, solely responsible for the Company‘s management. Supervisory and control duties are the responsibility of the Board of Statutory Auditors whereas the External Auditors are responsible for auditing the accounts. The Shareholders‘ Meeting manifests the will of and binds the Shareholders, through resolutions adopted in compliance with the law and the Company‘s Articles of Association. The Shareholders‘ Meeting has appointed the Board of Directors for three years. The Board of Directors has appointed the Chairman, a Deputy Chairman-CEO and a Managing Director-COO. The Chairman has the power to represent the Company, pursuant to Article 21 of the Company‘s Articles of Association. The Board of Directors has also set up two internal corporate committees, with consultative and advisory functions: the Audit Committee, comprising non-executive independent Directors, and the Compensation Committee, comprising a majority of independent Directors, all of whom are non-executive Directors. The Company is a subsidiary of Eni SpA and is therefore subject to the direction and coordination of the parent company, pursuant to Article 2497 of the Italian Civil Code.
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