GOVERNANCE

Board of Directors

The Board of Directors is composed of 9 Directors, of which 6 are selected from the majority list and 3 from the minority list. It was appointed, in compliance with current gender balance legislation, by the Shareholders' Meeting on April 30, 2015. The Board of Directors' mandate expires at the Shareholders' Meeting called to approve the Financial Statements as at 31st December 2017.

Board of Statutory Auditors

The Board of Statutory Auditors is composed of 3 Statutory Auditors and 2 alternate Auditors, appointed by the Shareholders on April 28, 2017. The term of office for Statutory Auditors is 3 years and will expire at the Shareholders' Meeting called to approve the Financial Statements as at December 31, 2019.

External Auditors

The legal audit of Saipem’s financial statements is entrusted – pursuant to the law – to an External Audit Company registered in Consob's special registry and appointed by the Shareholders’ Meeting, upon a reasoned proposal by the Board of Statutory Auditors. The current external auditors are Reconta Ernst & Young S.p.A., whose mandate was approved by the Shareholders’ Meeting of April 26, 2010, for the financial years 2010-2018.

Shareholders’ Meeting

The Shareholders' Meeting represents the institutional meeting point of the Company's management and its Shareholders. At these meetings, Shareholders may ask questions pertaining to items on the agenda or the Company's management at large. The information provided shall comply with the provisions applicable to insider information.

Audit and Risk Committee

The Audit and Risk Committee has been entrusted with the duty to consult and support the Board of Directors’ decisions in matters relating to the internal control and risk management systems.

Compensation and Nomination Committee

The Compensation and Nomination Committee fulfills a propositive and consultative role for the Board of Directors in terms of management incentive policy.

Corporate Governance Committee and Scenarios

The Corporate Governance Committee and Scenarios is responsible for assisting the Board of Directors by fulfilling a preparatory, consultative and advisory role in assessments and decision-making processes with regard to the Corporate Governance, Saipem’s Corporate Social Responsibility and the review of scenarios envisaged in the preparation of the Strategic Plan.

Compliance Committee and Model 231

The Compliance Committee of Saipem S.p.A., established in compliance with Model 231, is comprised of 2 external members, one of them appointed as Chairman of the Compliance Committee, and 3 internal members from the following functions: General Counsel, Corporate Affairs and Governance, Human Resources & Organisation, and Internal Audit. The main purpose of the Compliance Committee is to check the effectiveness of the Saipem S.p.A. Organization, Management and Control Model - Model 231.

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 of listed companies, which Saipem resolved to adhere to, issued by the Corporate Governance Committee and promoted by Borsa Italiana S.p.A., 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 the legal audit of 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 appoints the Board of Directors for a period not exceeding 3 years. The Board of Directors shall appoint the Chairman, if the Shareholders’ Meeting has not done so. Company representation before third parties and the courts is the responsibility of the Chairman of the Board of Directors, and of the Directors whom the Board has vested with executive powers. The Board of Directors has also set up 2 internal corporate committees, with consultative and advisory functions: the Audit and Risk Committee, comprising 3 non-executive independent Directors, and the Compensation and Nomination Committee, comprising 3 independent Directors, all of whom are non-executive Directors.