Board of Directors
The Board of Directors is the central body within Saipem's Corporate Governance system. In addition to the powers granted by art. 2381 of the Italian Civil Code, the Board of Directors is responsible for reviewing the company's long-term strategic plans, approving the most relevant Group industrial and financial operations; it defines, based on indications provided by the relevant Committee, guidelines for the internal control system and ascertains the adequacy and management of main company risks; it reviews and approves the guidelines supporting the company and Group structure ensuring they are adequate for the company's business model; it evaluates the general management and performance of the company, paying particular attention to situations of potential conflict of interests; it is promptly informed by the directors with executive powers regarding: activities within their responsibilities carried out during the year; major operations (having previously set down criteria for their identification); atypical and/or unusual operations or operations with related parties. The Board of Directors approves all motions put forward for approval to the Shareholders' Meetings; vests Board Directors with particular powers; appoints General Managers and grants them powers; approves all operations involving the incorporation of directly owned companies and branches, acquisitions, alienations, winding-up of company holdings, transfer of companies, or branches thereof, the purchase, sale or financial lease of land and buildings in excess of 2,500,000 euros; appoints the members of the Audit Committee and the Compensation Committee; approves Corporate Governance procedures; approves the company's Stock Grant and Stock Options schemes; approves the remuneration of Directors vested with executive powers; approves the preliminary Financial Statements, the budget, the Quarterly and Six-Monthly Reports, preliminary results; approves and enters into agency agreements; approves all donations.
The Board of Directors, comprising nine Directors, was appointed by the Shareholders' Meeting on 4th May 2011 for three years, its mandate expiring at the Shareholders' Meeting called to approve the Financial Statements at 31st December 2013. The appointment of Directors occurs pursuant to art. 19 of Articles of Association, through voting from a list, so as to allow the appointment of minority interest representatives. Lists are filed at the company's registered headquarters at least 25 days prior to the Shareholders' meeting (first summons) and are published on Saipem’s website www.saipem.com, a professional résumé for all candidates is encolsed. Lists can be presented by Shareholders, who individually or with others, hold voting shares representing at least 1% of the share capital. Directors shall meet the honourability requirements prescribed by regulations, in addition to possessing the professional expertise and experience to carry out their mandate efficiently and effectively. The Board comprises:
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