Corporate Governance Code

The corporate governance of Saipem SpA is based on international best practice standards and, in particular, on the principles of the Corporate Governance Code (hereafter Code) of listed companies approved by the Corporate Governance Committee and promoted by Borsa Italiana SpA1, in addition to all relevant provisions of regulations issued by Consob (Italy’s Securities and Exchange Commission).
Following the publication of the updated version of the Corporate Governance Code in December 2011, Saipem is committed to ensuring that the modifications introduced with the new version are implemented by the end of 2012, and to inform the Market in next year’s Corporate Governance Report. The Board of Directors at their meeting of February 13, 2012 resolved to set up the Compensation and Nomination Committee, previously identified as the Compensation Committee, and the Audit and Risk Committee, previously identified as the Audit Committee.
The structure of these Committees, comprised entirely of independent non-executive Directors, complies with the requirements of the Corporate Governance Code. At their meeting of December 13, 2010, the Board of Directors resolved on the implementation of Article 6 of the Corporate Governance Code, as modified in March 2010. At their meeting of December 14, 2006, the Board of Directors moved to adopt the recommendations and principles of the current Code, in compliance with a similar resolution taken on November 9, 2000, and to monitor its actual implementation.
The Board of Directors also approved a number of resolutions implementing and specifying the provisions it contains. In particular: (i) the functions of the Board of Directors have been redefined. The Board maintains an absolutely central position with respect to the corporate governance system of the Company and retains wide-ranging responsibilities, particularly in terms of Company and Group organization and the internal control and risk management system; (ii) the most significant transactions of the Company and the Group have been defined and presented for approval by the Board; (iii) the Board of Directors also has a key role in defining sustainability policies and approving the Sustainability Report, which are also submitted to the Shareholders’ Meeting; (iv) the guidelines on the maximum number of offices held by Directors in other Companies have been defined; (v) the Board of Directors is responsible for transactions with related parties of greater importance, pursuant to the relevant Consob Regulation, granting independent Directors a pivotal role and providing that the Board be informed of transactions with related parties, even if of lesser importance; (vi) a threshold has been identified for the cumulation of offices that Directors are allowed to hold in other companies, so as to ensure that they have the necessary time required to fulfil their role; (vii) pursuant to the new Corporate Governance Code of December 2011, the following Committees were set up: the Compensation and Nomination Committee, previously identified as the Compensation Committee, and the Audit and Risk Committee, previously identified as the Audit Committee.
This annual corporate governance report was prepared, as in previous years, utilizing the format of Borsa Italiana SpA (3rd Edition - February 2012)2. The Company strived to provide correct, exhaustive and effective information consistent with the characteristics of its business activities and corporate objectives, and in line with market requirements.
Saipem SpA and its subsidiaries are not subject to any non-Italian legal requirement that may influence the Corporate Governance of the Issuer.

(1) Reference is made to the Corporate Governance Code 2006 Edition issued by Borsa Italiana SpA, as amended in March 2010. (2) The Corporate Governance Report format of Borsa Italiana SpA, 3rd Edition (February 2012), is available to the public at