Introduction

Pursuant to the applicable legislation and regulations1, this Report, which was approved by the Board of Directors on March 13, 2012 at the proposal of the Compensation and Nomination Committee, defines, and illustrates:

  • in the first section, the Policy adopted by Saipem SpA (‘Saipem’ or the ‘Company’) for 2012 for the compensation of Company Directors and Senior Managers with strategic responsibilities2, indicating the general aims pursued, the bodies involved and the procedures applied for the adoption and implementation of the Policy;
  • in the second section, the compensation paid in 2011 to the Directors, Statutory Auditors and Senior Managers with strategic responsibilities of Saipem. The Report also shows shares held in the company by the Directors, Statutory Auditors and other Senior Managers with strategic responsibilities.

The Compensation Policy described in the first section of this Report was established in line with the corporate governance code published by Borsa Italiana SpA (the ‘Corporate Governance Code’), as modified by the new edition of December 2011, whose recommendations were adopted through a resolution of the Board of Directors on March 13, 2012.
The Report was submitted to Borsa Italiana and was made available to the public at the Company’s registered office and posted on Saipem’s website3 twenty-one days before the Shareholders’ Meeting called to approve the 2011 Financial Statements and to pass a non-binding resolution in favour or against the first section of the Report, in accordance with the applicable legislation4.
Information related to share-based compensation plans currently in force is available in the ‘Corporate Governance’ section of Saipem’s website.

(1) Article 123-ter of the Consolidated Finance Act and Article 84-quater of the Consob Issuers Regulation (No. 11971 of May 14, 1999 and subsequent amendments and additions).
(2) The term ‘Senior Managers with strategic responsibilities’, as defined in Article 65, paragraph 1-quater of the Consob Issuers Regulation, refers to persons with direct or indirect planning, coordination and control responsibilities. Within Saipem, the Senior Managers with strategic responsibilities are the Senior Vice Presidents and Executive Vice Presidents reporting directly to the CEO, Deputy CEO and CFO.
(3) The report is published in the ‘Corporate Governance’ section of Saipem’s website.
(4) Article 123-ter, paragraph 6 of the Consolidated Finance Act.