Model 231
In 2004 the Board of Directors of Saipem S.p.A. resolved to adopt its own organisational, management and control model pursuant to the Italian Legislative Decree no. 231 of 2001, “Model 231 (includes the Code of Ethics)” (hereinafter “Model 231”), for the purpose of preventing the commission of offences punishable by the Italian Legislative Decree no. 231 of 2001 “Regulations on the administrative liability of legal entities, companies and associations with or without legal personality, pursuant to Article 11 of Law 300 of 29 September 2000”.
Model 231 is the tool through which Saipem clearly defines its values, principles and responsibilities with a view to maximising the efficiency, reliability and reputation of Saipem, which are key factors for its success, and in order to improve the conditions in which it works.
On 18th December 2023, the Board of Directors of Saipem S.p.A. approved the latest update of Model 231.
Model 231 includes the Saipem Code of Ethics that represents a general mandatory principle.
Saipem’s Code of Ethics clearly defines, in compliance with the law, the values that the Company recognises, accepts and shares in the conducting of its activities; it also establishes the responsibilities assumed towards internal and external stakeholders.
Compliance with the Code of Ethics by Saipem’s directors, statutory auditors, managers and employees, as well as by all those who operate in Italy and abroad for achieving Saipem’s objectives (“Saipem People”), each within their own functions and responsibilities, is of paramount importance – also pursuant to legal and contractual provisions governing the relationship with Saipem – for Saipem’s efficiency, reliability and reputation, which are all crucial factors for its success and for improving the social context in which Saipem operates.
All Saipem People, without any distinction or exception whatsoever, must respect the principles and contents of the Code of Ethics in their actions and behaviours in the context of their functions and tasks, aware that compliance with the Code of Ethics is fundamental for the quality of their working and professional performance. Relationships among Saipem People, at all levels, shall be characterized by honesty, fairness, cooperation, loyalty and mutual respect.
Compliance with the rules of the Code of Ethics must be considered an essential part of contractual obligations for all Saipem People, pursuant to and for the effects of the applicable law.
Saipem’s Code of Ethics is one for all Saipem People.
Saipem S.P.A. Compliance Committee
Model 231 of Saipem S.p.A., in compliance with the terms laid down by Legislative Decree 231 of 2001, provides for the appointment of a Compliance Committee, a collegial body, the autonomy and independence of which are guaranteed by the position recognized to it within the organisational structure of the company, and by the necessary requisites of independence, integrity and professionalism of its members.
The main task of the Compliance Committee is to monitor the effectiveness of Model 231. The Compliance Committee also acts as the Guarantor of the Code of Ethics.
The composition of the Compliance Committee, its changes and integrations, are approved with resolution of the Board of Directors, after hearing the opinion of the Audit and Risk Committee and of the Remuneration and Appointment Committee, upon proposal of the Chief Executive Officer with the agreement of the Chairman.
The Compliance Committee of Saipem S.p.A. is composed of three external members, one of whom is appointed Chairman of the Compliance Committee; they are chosen among academics and professionals of proven expertise and experience in legal, economic and/or company organisation issues.
As of 14th January 2022, the Compliance Committee is composed of: Mr. Renato Rordorf (Chairman), Mrs. Stefania Chiaruttini (member) and Mr. Maurizio Bortolotto (member).
It is compulsory for all Saipem People to immediately report to their direct superior or to the body they belong to, and to the Guarantor, any potential violations or requests of violations of the Model 231.
Whistleblowers are guaranteed against any form, direct or indirect, of retaliation, which causes or can cause, directly or indirectly, an unjust damage, without prejudice to the legal obligations, and when it is ascertained the whistleblower’s criminal liability deriving from aspersion and calumny crimes and/or, for the same crimes, it is ascertained the whistleblower’s civil liability for wilful misconduct or gross negligence, as foreseen in the legislation in force. In such circumstances, the Company reserves the right to protect its rights, also by adopting disciplinary measures. In any case, the confidentiality of the whistleblower’s identity is assured
Dedicated information channels have been set up in order to facilitate the flow of communication and information.
The Compliance Committee of Saipem SpA can be contacted at the following e-mail address:
organismodivigilanza@saipem.com
Saipem SpA promotes the dissemination among its Subsidiaries of instruments aimed at preventing offences, which: (i) with regards to Italian Subsidiaries, shall be in line with the Legislative Decree No. 231 of 2001, and with the relevant consolidated best practices, as well as with the principles laid out in Model 231 of Saipem SpA; (ii) with regards to foreign Subsidiaries, shall be in compliance with the local applicable laws, shall be suited to the peculiarities of activities and business of the single legal entity and, in any case, shall take into account the minimum control standards identified by Saipem SpA and the provisions established in the Code of Ethics.
Saipem Subisidiares appoint their own autonomous and independent Compliance Committe.
The English text is a translation of the Italian official "Modello 231 (include il Codice Etico)". In case of any conflict or discrepancy between the two texts the Italian text shall prevail.
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