Board of Directors

Composition

The Board of Directors of the Company consists of nine Directors:

• 6 are drawn from the majority list filed jointly by Eni S.p.A. and CDP Equity S.p.A.;

• 3 are drawn from the minority list filed by institutional investors.

The current Board of Directors was appointed for three financial years by the Shareholders’ Meeting on May 14, 2024. Its mandate will expire on the date the Shareholders’ Meeting is called to approve the financial statement as of December 31, 2026. 

The Shareholders' Meeting appointed Elisabetta Serafin as Chairman of the Board of Directors.

The Board of Directors, on May 14, 2024, appointed Alessandro Puliti, already General Manager of the Company, as Chief Executive Officer and Director responsible for establishing and maintaining the Company’s Internal Control and Risk Management System; the General Counsel Simone Chini was appointed Secretary of the Board of Directors.

The Board of Directors complies with the applicable legislation on gender balance: at least two fifths of Directors (4 out of 9) belong to the least represented gender.  Furthermore, in line with the recommendations for large companies established by the Code of Corporate Governance, to which Saipem complies, at least half the Directors (6 out of 9) are independent: Elisabetta Serafin, Roberto Diacetti, Patrizia Michela Giangualano, Mariano Mossa, Francesca Mariotti and Paul Simon Schapira.

The Board of Directors is thus composed of a majority of independent Directors; Board members are all non-executive Directors, except for the CEO and General Manager.

Based on the statements made by the Directors and information available to the Company, the Board of Directors ascertained that all Directors (i) meet the integrity requirements, (ii) have no causes of ineligibility and incompatibility and (iii) comply with the guidelines, last approved by the Board of Directors on February 28, 2024, concerning the maximum number of offices that Saipem Directors may hold.

Role

The Board of Directors is the central body in the governance system of Saipem and the Saipem Group. Article 20 of the Articles of Association requires that the Company be managed exclusively by the Board of Directors, which plays a fundamental role of direction.

Appointment 

The Directors are appointed according to Article 19 of the Articles of Association, by means of voting lists to ensure the presence of representatives designated by the minority shareholders and guarantee the gender balance according to current legislation (Italian Law 160/2019).

Lists are filed at the Company’s registered office at least 25 days prior to the Shareholders’ Meeting on first or single call and published on the Company’s website www.saipem.com, together with the professional curriculum vitae of each candidate. 

Lists may be filed by all shareholders who, either individually or collectively, hold shares with voting rights representing at least 2% of the share capital, or other amount decreed by CONSOB.

Directors meet not only the integrity requirements laid down by the legislative provisions in force, but also have the experience required to execute their mandate effectively and efficiently.

Board meetings 

Saipem’s Articles of Association do not specify how often the Board should meet, even though Article 21 expects it to occur at least quarterly and normally a Board meeting is held at least once a month. 

Committees

Four committees have been established within the Board of Directors, namely:

- the Audit and Risk Committee;

- the Remuneration and Nomination Committee;

- the Sustainability, Scenarios and Governance Committee;

- the Related Parties Committee.

Discover our Governance