According to Italian Legislative Decree 231 of 2001, the Organisation, Management and Control Model “Model 231 (includes the Code of Ethics)” (hereinafter “Model 231”) of Saipem S.p.A. has established the Compliance Committee, a body whose autonomy and independence are guaranteed by the position recognized to it within the organizational structure of the company, and by the necessary requisites of independence, good reputation and professionalism of the members of the Compliance Committee.
The Compliance Committee of Saipem S.p.A. is composed of five members: two external members, one of them appointed as Chairman of the Compliance Committee, and three internal members of the following functions of General Counsel, Contract Management, Company Affairs and Governance, Risk Management and Business Integrity and Internal Audit.
With effect from 27th January, 2017, the Board of Directors has updated the composition of the Compliance Committee: Mr. Angelo Casò (Chairman), Mr. Mario Casellato (external member), Mr. Mario Colombo, Mr. Alessandro Riva and Mr. Luigi Siri (internal members).
The main purpose of the Compliance Committee is to check the effectiveness of “Model 231 (includes the Code of Ethics)” of Saipem S.p.A. and to be the Guarantor of the Saipem’s Code of Ethics.
The responsibilities of the Compliance Committee are defined as follows:
(i) supervision of the effectiveness of Model 231 and monitoring of the implementation and updating activities of Model 231;
(ii) review of Model 231 adequateness, i.e. of effectiveness (and not merely formal) in preventing unlawful behaviors pursuant to Legislative Decree No. 231/2001;
(iii) analysis of the maintenance of the requirements of soundness and functionality of Model 231 over time;
(iv) promotion of the necessary updating, in a dynamic sense, of Model 231;
(v) approval of the annual programme of supervisory activities within the Company’s structures and departments (hereinafter, “Supervision Program”), in compliance with the principles and contents of Model 231 as well as with the risk assessments and controls established in the internal control system; coordination of activities for the implementation of the Supervision Program and of scheduled and unscheduled control initiatives; analysis of the results of the activities carried out and corresponding reports;
(vi) care of the relevant information flows to and from company functions and compliance committees of Subsidiaries;
(vii) any other task assigned according to the law or to Model 231.
Each employee and stakeholder of Saipem shall immediately report any behaviors which are not in line with the principles and contents Model 231 to their direct superior or to the body they belong to, and to the Compliance Committee.
Bona fide individuals who report a non-compliance are protected against retaliation, discrimination and/or any type of penalty; their anonymity will be safeguarded, barring the legal requirements and the rights of the company and those of the person(s) wrongly or unlawfully accused.
Organisation, Management and Control Model of Saipem S.p.A. - "Model 231 (includes the Code of Ethics)"
On 27th June 2017, the Board of Directors of Saipem S.p.A. has approved the latest update of its Organisation, Management and Control Model - “Model 231 (includes the Code of Ethics)”.
The English text is a translation of the Italian official "Modello 231 (include il Codice Etico)". In case of any conflict or discrepancies between the two texts the Italian text shall prevail.