Issuer profile

The Saipem Group is a world leader in the provision of engineering, procurement, project management and construction services with distinctive capabilities in the design and execution of large-scale offshore and onshore projects, and technological competences such as gas monetization and heavy oil exploitation, with a strong international bias towards operations in remote areas, ultra-deep waters and challenging environmental conditions.
Compared to its major global competitors offering turnkey solutions in the Oil & Gas industry, Saipem represents one of the most balanced groups in terms of core businesses (Onshore and Offshore Engineering & Construction in addition to Drilling), the markets in which it operates (strong geographical diversification) and client base (mainly major national and international oil companies).
Saipem enjoys a competitive position of excellence in the provision of EPICi (‘Engineering, Procurement, Installation and Construction’) and EPC (‘Engineering, Procurement and Construction’) services to the oil industry both Onshore and Offshore. In the Drilling sector, Saipem performs in some of the most complex areas in the oil industry (North Sea and ultra-deep water) often creating positive synergies with Onshore and Offshore operations.
In 2011 Saipem was organized into two business units: Engineering & Construction and Drilling, headed by Chief Operating Officers Pietro Varone and Giuseppe Caselli respectively. From a geographical standpoint, Saipem has a heavy international bias, with approximately 95% of revenues generated out with Italy and approximately 80% out with Europe. The global spread of its reference markets, its growth in size and the complexity of its core businesses have created the need, on the one hand, to pursue a delocalization policy of its operational hubs towards the relevant geographical areas, namely Northern Europe, West and North Africa, the Middle East, the Caspian region, South East Asia, Australia, Canada, the Gulf of Mexico and South America, and on the other, to develop, in specific areas of competence, specialized know-how at certain Group companies involved in specific operations.
Alongside the major European hubs (Milan, Paris, Fano and London), the majority of Saipem’s 41,000-strong workforce is comprised of more than 110 nationalities. The fleet of vessels, logistical bases, construction and fabrication yards and engineering centres in host countries are staffed by a significant number of expatriate resources from developing countries (mainly India and South East Asia) alongside strong local content.
Furthermore, Saipem has important service hubs in India, Croatia, Romania and Indonesia. Saipem’s activities are focused on clients and resources, with particular importance being placed on their health and safety. Saipem’s QHSEi systems, namely the ‘Health & Safety Environment Management System’ and the ‘Quality Management System’ have obtained Lloyd’s Register International Standard certification ISO 9001:2000.

Principles

Saipem undertakes to maintain and strengthen a governance system in line with international best practice and standards.
The complexity of the situations in which Saipem operates, the challenges of sustainable development and the need to take into consideration the interests of all those having a legitimate stake in the corporate business (‘Stakeholders’), increase the importance of clearly defining the values and responsibilities that Saipem recognizes.
Compliance with the law, regulations, statutory provisions, self-regulatory codes, ethical integrity and fairness, is a constant commitment and duty for all Saipem personnel, and characterises the conduct of Saipem’s entire organization.
All personnel working for Saipem, without distinction and/or exceptions, are committed to observing and enforcing the aforementioned principles, within their own function and responsibilities, in addition to the values and principles in matters of transparency, energy efficiency and sustainable development, as stated by Institutions and International Conventions.
The belief of acting in Saipem’s interests cannot in any way justify the adoption of practices contravening these principles.

Business ethics

Saipem’s business and corporate activities must be carried out in a transparent, honest and fair way, in good faith, and in full compliance with competition protection rules.
Specifically, Saipem applies the OECD (Organization for Economic Co-operation and Development) guidelines for multinational companies.

Stakeholders

Saipem is committed to respecting all stakeholders with whom it interacts in business, as it believes that they are an important asset to the Company.

Labour protection and equal opportunities

Saipem respects the universally recognized core labour standards contained in the Fundamental Conventions of ILO (International
Labour Organization); it guarantees the freedom to form an union and the right of collective bargaining; it repudiates any form of forced or juvenile labour and/or discrimination. In addition, Saipem is an equal opportunity employer and guarantees its employees equal treatment based on merit.

Development of professional skills

Saipem values and promotes the development of skills and competencies of each employee in addition to team work, so that the energy and creativity of an individual can realize their full potential.

Diversity

Saipem’s business conduct is inspired by the respect it affords to cultures, religions, traditions, ethnic diversity and the communities in which it operates, and strives to preserve their biological, environmental, social, cultural and economic identities.

Cooperation

Saipem is committed to promoting the quality of life and the social and economic development of the communities in which the Group operates.

Regulatory system and policies

The Regulatory System is part of Saipem’s Corporate Governance, the organizational structure and the internal control system and is one of the tools that Saipem SpA, as part of Eni’s direction, coordination and control activities, uses to exercise direction over its subsidiaries, both in Italy and abroad, ensuring consistency with:

  • the general framework comprising: legal provisions, the Articles of Association, the Corporate Governance Code issued by Borsa Italiana, the CoSo Report, the principles of Model 231 – specifically the Code of Ethics – and the internal control system on company information;
  • other Saipem management tools: the organizational structure, the system of power allocation and proxies and the strategic plan.

In general terms, the Regulatory System is structured around four hierarchical levels, each consisting of a type of regulatory tool:

  • the first level comprises the Policies, i.e. documents that define general principles and conduct rules applicable to all actions aimed at safeguarding the achievement of corporate objectives, taking into account risks and opportunities. They are enforced at Saipem SpA and all subsidiaries, subject to their adoption having been approved by the Boards of Directors of each company;
  • the other levels comprise documents which regulate compliance and governance processes, identifying, for each specific level, guidelines (Management Systems Guidelines), operative processes, responsibilities and information flows (Corporate Standards and Corporate regulatory documents).

To rationalize and improve the efficiency of the body of documents that define general principles and conduct rules that must inspire all actions carried out by Saipem and its subsidiaries, and to ensure the achievement of corporate objectives, the Board of Directors in 2010 approved the following Policies:

  • Our people;
  • Our Partners in the value chain;
  • Global Compliance;
  • Corporate Governance;
  • Operational Excellence;
  • Our Institutional Partners;
  • Information Management.

Specifically, the first Policy deals with the importance of the human factor, the culture of plurality, the valorization of people, the knowledge and training systems, remuneration, communication and organizational well-being; the second Policy, the promotion of long-term relations, client satisfaction, the selection process (control chain) and the competition; the third Policy, compliance, effectiveness of compliance regulations and continuous improvement; the fourth Policy, integrity and transparency, the practice of excellence, the system of control, direction and co-ordination; the fifth Policy, the culture and achievement of operational excellence; the sixth Policy, the promotion of long-term relations; the seventh Policy, information, IT systems and communication.

In 2011, the Board of Directors approved the following additional policies:

  • Our Tangible and Intangible Assets;
  • Sustainability;
  • The Integrity of our Operations.

The first Policy focuses on the appreciation of the Company’s tangible and intangible assets, vital to the establishment and protection of Saipem’s competitive advantage, the achievement of strategic targets, the creation of value through investment aimed at corporate growth and increased value for stakeholders.
The second policy enhances the principles of fairness, transparency, honesty, integrity, protection of the Individual and his/her rights, the environment and the general interests of the communities in which it operates, by adopting the highest international standards and guidelines, and making sustainability  the driving force towards continuous improvement in the achievement of goals and towards strengthening of financial performance and Company standing, without forgetting the commitment towards sustainable development towards the people and the companies in countries in which Saipem operates. The third policy concerns the adoption and implementation of the principles underlying international best practices required to safeguard people, partners, corporate assets and the environment during operations, and to obtain national and international standard certifications for operational processes. Saipem organizes specific training initiatives to promote preventive and precautionary conduct and practices.

Health and safety

Saipem ensures the highest health and safety standards for its employees and those of its subcontractors in all geographical areas of operations, and faces all challenges by applying the safety vision: ‘To be winners through passion for Health and Safety’. Saipem’s vision stresses how being safe and healthy equates to being more efficient in terms of business performance.
In 2007, Saipem began implementing the programme ‘Leadership in Health and Safety - LiHS’, aimed at creating a strong safety culture throughout the Company by turning its leaders into safety leaders. A series of LiHS workshops were held involving the Company’s management and innovative tools created to achieve this goal. Specifically, in 2011, the ‘Leading Behaviours’ campaign was launched, describing a series of simple rules to adopt by personnel, which would enable Saipem to achieve excellent Health and Safety standards.
The ‘LHS’ (Leadership in Health and Safety) Foundation, set up in September 2010 to further strengthen health and safety behaviours, has closed its first full year in operation with the promotion of various initiatives both within Saipem and outside the Group.
With the aim of becoming a global knowledge centre, the Foundation promotes studies, research, training, information and propagation of health and safety material, contributing to the growth in ‘culture and awareness of health and safety at work’, which could also extend into the social milieu, and in particular into both the Italian and international Oil & Gas industrial worlds.
Saipem places particular emphasis on Health and Safety training as it deems it one of the main tools of accident prevention.
Saipem’s Health and Safety system complies with both international standards and the strictest legislation. It has attained OHSAS 18001 Certification for the Engineering and Construction Business Unit and for Integrated Project activities.
This ensures the structured management of health and safety issues for Saipem’s employees through health protocols, training and audits.

Environmental protection

Saipem is committed to protecting the environment and ecosystems affected by its business operations, through the implementation of a management system which complies with best international safety standards.
Saipem has also adopted procedures to ensure compliance in terms of environmental legislation, with specific reference to waste disposal, discharges, atmospheric emissions and reinstatement. Saipem’s environmental protection system attained ISO 14001 Certification for the Engineering and Construction Business Unit and for Integrated Project activities.

The Code of Ethics

At the meeting of July 14, 2008, the Board of Directors of Saipem SpA approved the new organizational, management and control Model pursuant to Legislative Decree No. 231 of 2001 (Model 231)2 and the document ‘Sensitive activities and specific control standards’, which forms part of Model 231.
Model 231 includes the new Code of Ethics which replaces the Code of Practice and is a compulsory general principle of Model 231 itself.
The Code of Ethics clearly defines, in compliance with the provisions of law, the values that Saipem recognizes and accepts, as well as the responsibilities the Company assumes both internally and externally. It imposes fairness, honesty, integrity and transparency on operations, conduct, working practices and relations both internal and external to the Group; the Board of Directors ensures adherence to the Code through the annual report of the Guarantor of the Code of Ethics, whose responsibilities have been delegated to the Compliance Committee of Saipem SpA and which, pursuant to Article 6, paragraph 1, letter b) of Law Decree 231 of 2001 has been granted ‘independent powers of initiative and control’.
Saipem sent the current Model 231 (updated through a Board of Directors’ resolution on October 27, 2010) together with an accompanying letter, to all Italian and foreign companies in which it has a holding, underlining the fundamental importance that they adopt their own Code of Ethics and organizational, management and control model defining, in compliance with local legislation, the values recognized, accepted and shared by Saipem, as well as the responsibility it assumes towards stakeholders in both in Italy and worldwide.
In compliance with Confindustria (Italian Manufacturing Companies Association) guidelines and the latest court decisions, the Board of Directors, at the Audit Committee’s proposal, resolved, at their meeting of July 14, 2008, to appoint two external members to the Compliance Committee, to further guarantee its independence. These additional members were selected from among academics and professionals with proven expertise, one of whom took on the role of Chairman of the Committee.
The Compliance Committee is supported by the Technical Secretariat of the Compliance Committee, a team responsible for receiving information and documents sent by Saipem offices to the Compliance Committee, ensuring their proper collation and review. The Technical Secretariat is also responsible for delivering the decisions taken by the Committee to the relevant parties and monitoring their implementation.
To update Model 231 and ensure its effectiveness over time, amending it in accordance with new legislation and adapting it to the significant changes in the Company’s organizational structure or business units, the CEO of Saipem SpA, on March 1, 2010, created ‘Team 231’, a multifunctional team responsible for arranging the implementation of the aforementioned changes – ‘Implementation Programme’, in compliance with Chapter 7 of Model 231. On November 30, 2011, the team composition was reviewed and the Implementation Programme launched for the environmental offences introduced into Legislative Decree 231/2001 by Law 121/2011. The team is also working on the update of the document ‘Sensitive Activities and Specific Control Standards’ to comply with the new legislative provisions introduced in 2009.
One of the duties contained in Model 231 of Saipem SpA is the promotion and dissemination of the principles that make up Saipem’s Code of Ethics. This is carried out by a specific multifunctional team reporting to the Compliance Committee, the ‘Code of Ethics Promotion Team’, set up on October 6, 2008, and renewed on March 23, 2010. The Team consists of 8 members from several internal departments (Legal, Investor Relations, Italian Industrial Relations and Social Activities, Human Resources, Secretary’s Office, Personnel Development, Training and Compensation, Organization, Communication and Sustainability Departments). In 2010 the Team resolved to have the Code of Ethics translated into 12 languages for publication on the Company’s intranet and website, and promoted its dissemination at Saipem Group’s overseas companies. These activities were continued and further developed in 2011.
With these initiatives, the Board of Directors further strengthened the internal control system, with the firm conviction that the Company’s business activities, whose aim is the creation of value for its Shareholders, must be founded on the principle of fair conduct towards all stakeholders (comprising, besides the Shareholders, employees, suppliers, clients, commercial and financial partners, in addition to the communities the Group comes into contact with in the countries where it is present) and that this including the promotion of important social initiatives, in a continuous effort to foster amongst stakeholders an awareness that only a business approach that seizes the opportunities and manages the risks resulting from economic, environmental and social development generates long-term value for all parties involved.

(1) Model 231, comprising the Code of Ethics, is published on Saipem’s website www.saipem.com in the ‘Corporate Governance’ section”.

Sustainability Report

Saipem’s approach to Sustainability is based on principles, policies and processes that are governed by certified management systems and a decentralised organization best suited to Saipem’s business as a global contractor to the energy industry. Saipem’s Sustainability Model is designed to support and integrate into the business consistently and responsibly so as to ensure the creation of stakeholder value through safe, reliable and innovative behaviour and solutions applicable in the management of human resources and assets and the cooperation with local communities, based on the contribution to the territorial development through policies and strategies based on local content.

The Sustainability Model is based primarily on values and principles: Saipem’s Code of Ethics includes the general principles underpinning the sustainability policy, recently confirmed by Saipem (Board of Directors of July 26, 2011). An engaging dialogue with Stakeholders is one of the fundamental principles of Saipem’s policy which is typically, albeit not exclusively, represented in the strategies, initiatives and performance included in the ‘Sustainability Report’3. This document is prepared in compliance with GRI International Standards (Global Reporting Initiative), which have been adapted to suit Saipem’s business requirements; it is certified by an external entity and has been published annually since 2006. In addition to the usual chapter in the Director’s Report of the Annual Report 2011, an addendum shall be published in the Annual Report detailing the Key Performance Indicators utilized in the Sustainability reporting system. Saipem shall also publish an additional stand-alone document providing in-depth and qualitative descriptions of main sustainability themes, focusing specifically on local content and Saipem’s contribution in terms of socio-economic development in areas of operations. Another tool that provides information and disclosure to stakeholders on Saipem’s initiatives and performance in countries of greater exposure are Case Studies: these attest to the growing commitment undertaken by all Group companies and major projects to improve local, cultural and economic environment of operations.

(3) The Sustainability Report is published on Saipem’s website www.saipem.com in the ‘Sustainability’ section under ‘Sustainability Report’.

Saipem’s organizational structure

Saipem’s organizational structure is based on the traditional administration and control model whereby the Board of Directors is the central body, solely responsible for the Company’s management.
Supervisory and control duties are the responsibility of the Board of Statutory Auditors, whereas the External Auditors are responsible for the legal auditing of accounts.
The Shareholders’ Meeting manifests the will of the Shareholders, through resolutions adopted in compliance with the law and the Company’s Articles of Association.
The Shareholders’ Meeting appoints the Board of Directors for a maximum term of three years.
The Board of Directors has appointed the Chairman, a Deputy Chairman - CEO (Chief Executive Officer), to whom report the COOs (Chief Operating Officers) who head the various Business Units, and a Managing Director for Business Support and Transversal Activities - Deputy CEO. The following departments report directly to Deputy Chairman - CEO: Administration, Finance and Control; Human Resources, Organization and Systems; Company’s Secretary’s Office; Legal department.
The Chairman has the power to represent the Company, pursuant to Article 21 of the Company’s Articles of Association, together with those Directors vested with executive powers (pursuant to Article 26 of Articles of Association).
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, shall also propose and consult the Board in relation to appointments;
  • the Audit and Risk Committee: previously identified as the existing Audit Committee, shall consult and support the Board of Directors in matters relating to the internal control and risk management systems.

The Board of Directors, having received the opinion of the Board of Statutory Auditors and at the Chairman’s proposal, appointed the Company’s CFO as the Senior Manager responsible for the preparation of financial reports, in compliance with Article 21 of the Articles of Association.