Audit Committee

The Audit Committee is established by means of a Board of Directors’ resolution, according to Article 19, last comma, of Saipem’s Articles of Association and in compliance with the provisions of the “New Corporate Governance Code of Listed Companies” issued by Borsa Italiana S.p.A. on March 14, 2006, adopted by Saipem on December 14, 2006.
The Committee is made up of three independent non-executive directors. At least one member of the Committee has adequate experience in accounting and financial matters; this competency is assessed by the Board of Directors at the time of their appointment.
The Senior Vice President of Internal Audit acts as the Secretary to the Committee and assists in implementing its activities.
During the implementation of its functions, the Committee is entitled to have access to information as well as to any Company department in order to fulfil its tasks, or it may avail itself of external consultants. The Committee annually defines an expense budget, which is presented for approval to the Board of Directors when the Annual Report is reviewed. The Company provides the Committee with financial resources commensurate with the budget approved by the Board.
The Board of Directors entrusts the Committee with the task of assisting it, by means of consulting and advisory functions, in fulfilling its responsibilities in the matter of internal control and, in particular, in setting guidelines for the internal control system and the periodical evaluation of its adequacy, efficacy and functionality. The Committee supervises the activities of the internal audit function and, more generally, deals with problems arising from internal control issues, with the support of other company structures, functions and bodies involved in the management and/or monitoring of the system.
The Committee is called upon to express its opinion on the interest of the Company in the completion of transactions with related parties, as well as on the convenience and substantial correctness of the underlying terms. Moreover, for transactions with related parties of greater importance, the Committee is involved in the preparatory stage of these transactions.
The responsibilities and operation of the Audit Committee are governed by the Regulations approved by the Board of Directors on June 16, 2011.
The current Committee is made up as follows:
 

* Representative of minority shareholders
 

Documentation of Audit Committee
last update:  November 17, 2011; h 15:09