Committees

Saipems's four Committees

Composition

It is composed of three non-executive directors, the majority of whom are independent. The Committee is overall adequately competent in the Company’s business activities, is able to assess the relevant risks and has adequate knowledge and experience in accounting and finance or in risk management, as required by the Corporate Governance Code.

Duties

The Committee assists the Board of Directors with reference to: 

a)     defining guidelines for the Internal Control and Risk Management System in line with the strategies of the Company;

b)     assessing, at least twice yearly, the adequacy, efficacy and effective workings of the Internal Control and Risk Management System, vis-à-vis the characteristics of the Company and its risk profile. To this end, the Committee reports to the Board of Directors, at Board meetings indicated by the Chairman thereof, at least upon the approval of the financial statements and the half-yearly report, on work carried out, as well as on the adequacy of the Internal Control and Risk Management System;

c)     approving, at least once a year, the Audit Plan drafted by the Head of the Internal Audit Function and the related Internal Audit budget, as well as any variations thereto arising during the financial year, having heard the opinion of the Board of Statutory Auditors and the CEO;

d)     assessing the expediency of adopting measures to ensure the effectiveness and impartiality of judgment of the other Company functions involved in the controls (namely the risk management functions and the functions assessing the legal and non-compliance risk), verifying that they are equipped with adequate expertise and resources;

e)     providing a description, in the Corporate Governance Report, of the essential elements of the Internal Control and Risk Management System, of the methods used for coordinating the individuals involved in it, identifying both national and international models and best practices, providing an assessment of the overall adequacy of the system;

f)      making an assessment, having consulted with the Board of Statutory Auditors, on the results reported by the independent auditors and, where different, by the independent auditors of corporate sustainability reporting, in the Management Letter and in the additional report sent to the Board of Statutory Auditors;

g)     appointing and removing the Head of the Internal Audit Function and assessing annually the ongoing validity of the requirements recognised at the time of his/her appointment, the adequacy of the resources assigned to him/her for the performance of his/her duties and the definition of the structure of his/her fixed and variable remuneration, in line with Company policies.

Further information on the activities of the Committee can be found in the Corporate Governance and Shareholding Structure Report.

Composition 

It is composed of three non-executive directors, the majority of whom are independent. The Committee has adequate knowledge and experience in financing or compensation policies, as required by the Corporate Governance Code.

Duties

• it submits the Report on the Remuneration Policy and Fees paid, especially the Policy for the remuneration of executive directors and senior managers with strategic responsibilities for the BoD's approval for its presentation at the Shareholders’ Meeting;

• it draws up proposals regarding the remuneration of the Chairman and executive directors;

• after examining the information provided by the Chief Executive Officer, it not only proposes the general criteria for the remuneration of Senior Managers with strategic responsibilities and the short and long-term incentive plans, including any share-based plans, but also establishes the performance objectives and the final statement of results of the corporate performance plans linked to the calculation of the variable remuneration of Executive Directors and to the implementation of the incentive plans;

• it regularly assesses the adequacy, overall consistency and actual implementation of the Policy adopted, puts forward proposals on the matter to the Board;

• it provides the Board with appraisals on the appointment of senior managers of the company and of the members of the company’s bodies whose appointment is the responsibility of the Board;

• it proposes the succession plan for the CEO and executive directors to the Board; as regards senior managers with strategic responsibilities, the CEO asks the Committee to examine and assess the criteria for their succession plan, and to report to the Board of Directors so it may ensure adequate procedures are in place to monitor the succession plans;

• it assists in the Board's self-assessment and helps the Board formulate recommendations on the quantitative and qualitative composition it considers best for the Board and for its committees.

Duties

• examine the indications of sustainability policies and strategies for the Company and the Group, expressing an opinion to the Board of Directors in this regard;
   
• submit to the Board of Directors, and other Board committees for matters under their remit, policies based on the principles of sustainable business, which take into account the outcome of the annual analysis of relevant sustainability issues as well as the evolution of the reference scenarios, and identify opportunities and create value, also in the long-term, for stakeholders, such as i) ethics; ii) environmental protection, with particular reference to climate change and biodiversity issues; iii) socio-economic progress of the territories in which the Company operates; iv) protection of human and labour rights; v) enhancement of differences and equality of treatment for all persons;
   
• review the general approach of the annual sustainability reporting (corporate sustainability reporting and annual sustainability report), the articulation of contents and their consistency with the annual relevance process on sustainability issues, as well as the completeness and transparency of the information provided to stakeholders through these documents, reporting the outcome of its evaluations, through its Chairman, to the Audit and Risk Committee, for the latter's evaluations in accordance with its Regulations, expressing an opinion to the Board of Directors;
   
• monitor the implementation of the sustainability vision, in its broader purpose, approved by the Board of Directors, and, where it is deemed necessary or expedient, propose actions to determine the stakeholder value generated by the Company, as part of its stakeholder engagement activities, contributing to the definition and adoption of a measurement model;
   
• monitor the Company's positioning on the financial markets vis-à-vis sustainability issues, with particular reference to: i) sustainable finance (i.e. green and sustainability-linked bonds); ii) the relationship with ESG rating agencies; iii) participation and inclusion in sustainability indices;
   
• monitor initiatives aimed at local communities and no-profit actions, evaluate their social and environmental impact, issuing a prior opinion on the Community Initiatives Plan to the Board of Directors called to approve this document;
   
• monitor the development of national and international laws and best practices in relation to corporate governance and updating the Board of Directors in the event of any significant changes thereto;
   
• check the compliance of the Company’s and the Group’s corporate governance system with the law, with the recommendations contained in the Corporate Governance Code and with national and international best practices;
   
• monitor the positioning of the Company's Code of Ethics vis-à-vis national and international regulations and best practices, making proposals to the Board of Directors;
   
• formulate proposals to the Board of Directors for improvements to the corporate governance system of the Company and the Group’s shareholding structure, where it deems these to be either necessary or appropriate;
   
• examine in advance the annual report on corporate governance to be published at the same time as the financial statements;
   
• make recommendations to the Board of Directors regarding the maximum number of board memberships a Company Director may hold on the administration and control bodies of other companies listed on regulated markets, finance, banking and insurance companies or, at any rate, companies of significant dimensions, which can be considered compatible with the efficient performance of his/her duties as a Director of the Company, taking into account the commitment associated with this role;
   
• conduct an assessment to ascertain the independence of each Director immediately after their appointment and during the course of their mandate whenever events occur that are relevant for the purposes of independence and, in any case, at least annually;
   
• make recommendations to the Board of Directors vis-à-vis any problematic circumstances arising in relation to application of the Director’s non-competition obligation pursuant to article 2390 of the Italian Civil Code, in cases where, for reasons of an organisational nature, the Shareholders have authorised a general, advance waiver of said obligation;
   
• review scenarios and guidelines for the preparation of the Company’s Strategic Plan, based also on the analysis of significant issues for the creation of long-term value and express an opinion to the Board of Directors;
   
• express its opinion to the Board of Directors on the adoption of a procedure for the internal management and external disclosure of documents and information concerning the Company, with particular reference to significant and inside information;
   
• make proposals, recommendations or suggestions to the Board of Directors, where it is deemed necessary or expedient, regarding artificial intelligence projects and initiatives; monitor the implementation of artificial intelligence projects and initiatives by the relevant business functions; review and investigate developments in artificial intelligence, including the evolution of relevant regulations and best practices ;

Duties

• examines and gives its opinion on the adoption of rules for transparent and substantively and procedurally correct Transactions with related parties carried out by the Company and its subsidiaries and those in which a Director has a direct or indirect interest, in order to ensure compliance with the principles of transparency and substantive and procedural correctness;

• provides, where required, preliminary, grounded opinions on Transactions of major and minor Importance, which do not fall within the cases of exemption, regarding not only the interest of Saipem S.p.A. - and of the relevant directly and/or indirectly controlled companies that may be involved on a case-by-case basis - in carrying out same transactions, but also the expediency and substantive correctness of their relevant  terms and conditions;

• verifies the correct application of the conditions for exemption for transactions of major importance defined as ordinary and carried out under market or standard conditions.  For this purpose, the Committee receives information on the application of cases of exemption according to the procedures and timeframes set out in the aforementioned MSG;

• carries out any additional duties assigned by current legislation regarding Transactions with Related Parties.

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