The Board of Directors

Responsibilities and powers of the Board of Directors

The Board of Directors is the central body within the Corporate Governance system of Saipem SpA and the Saipem Group. Article 20 of the Articles of Association states that the management of the Company is the exclusive responsibility of the Board of Directors.
Article 2365 of the Italian Civil Code and Article 20 of the Articles of Association grant the Board the power, normally the responsibility of the Extraordinary Shareholders’ Meeting, to resolve on motions concerning:

  • mergers by incorporation of companies whose shares or stakes are owned entirely by the Company, pursuant to Article 2505 of the Italian Civil Code;
  • merger by incorporation of companies whose shares or stakes are at least 90% (ninety per cent) owned by the Company, pursuant to Article 2505-bis of the Italian Civil Code;
  • the proportional de-merger of companies whose shares or stakes are entirely or at least 90% (ninety per cent) owned by the Company, pursuant to Article 2506-ter of the Italian Civil Code;
  • transfer of the Company’s headquarters within Italy;
  • incorporation, transfer and closure of secondary offices;
  • share capital reductions in case of Shareholder’s withdrawals;
  • the issue of corporate bonds and other debentures, barring the issue of bonds convertible into Company’s shares;
  • the adoption of modifications to the Articles of Association to comply with the provisions of law.

In addition to the powers granted by Article 2381 of the Italian Civil Code and taking into account the instructions of the Corporate Governance Code of listed companies, the Board of Directors is responsible for:

  • setting a corporate governance system and regulations for the Company and the Group. Specifically, having sought the opinion of the Audit and Risk Committee, it implements procedures to ensure that the following operations are carried out in a transparent and correct manner, both in terms of procedure and substance: operations with related parties and operations where a Director has an interest, either directly or through a third party. The Board also adopts procedures for the management and release of Company information in general, and sensitive information in particular;
  • establishing internal Board Committees with consultative and advisory functions, appointing their members, defining their responsibilities, approving their regulations and setting their remuneration;
  • granting and revoking powers to Board Directors, setting their limitations and methods of exercise; having reviewed the proposals put forward by the Compensation Committee and following consultation with the Board of Statutory Auditors, setting the compensation commensurate with the powers granted. The Board has the power to issue directives to delegated bodies and carry out operations within its remit;
  • setting the guidelines for the organizational, administrative and accounting structure of the Company and main Group subsidiaries; - annual evaluation of the adequacy of the organizational, administrative and accounting model, placing particular emphasis on the internal control system and the management of risks, based on the reports/information received from the CFO, the Audit and Risk Committee and the Internal Audit department;
  • defining, based on indications provided by the Audit and Risk Committee, guidelines for the internal control and risk management system, defining the nature and level of risk consistent with the Company’s strategic objectives, ensuring that main business risks for the Company and its subsidiaries are identified, measured, monitored and properly managed. It ascertains annually the adequacy, effectiveness and operation of the internal audit and risk management system;
  • defining strategies and objectives for the Company and the Group, including sustainability policies. The Board reviews and approves industrial and financial strategic plans for the Company and the Group, as well as all the Company’s strategic agreements;
  • reviewing and approving the preliminary financial statements, the budget, interim and six-monthly reports, and preliminary results for the Company and the Group. The Board reviews and approves the sustainability report;
  • receiving information from Directors with executive powers at Board Meetings, at least quarterly, regarding: activities within their responsibility, Group activities and major operations carried out by the Company or its subsidiaries;
  • approving, having received a reasoned opinion from the Audit and Risk Committee, transactions of greater importance with related parties, in compliance with the procedure ‘Transactions involving interests held by Board Directors and Statutory Auditors and transactions with related parties’; it receives at least quarterly from the Deputy Chairman - CEO a report detailing transactions of greater and lesser importance, in line with the provisions of the aforementioned procedure;
  • reviewing and granting preliminary approval to transactions that involve interests held by Board Directors and Statutory Auditors, pursuant to Article 2391 of the Italian Civil Code and the provisions of the aforementioned procedure ‘Transactions involving interests held by Board Directors and Statutory Auditors and transactions with related parties’;
  • approving possible joint venture agreements, following the due diligence report on potential partners having been obtained by the Anti-corruption Legal Support Unit;
  • receiving information from internal corporate Committees every six months;
  • evaluating the general management and performance of the Company and the Group, based on the information received from Directors with executive powers, comparing actual interim and yearly results against budget forecasts;
  • resolving on the most significant and strategic economic and/or financial Company operations, reviewing the most relevant Group industrial and financial operations, focusing specifically on those transactions in which one or more Directors may have a vested interest, on their own or third party’s behalf, and transactions with related parties.

The following are considered to be significant operations:

  1. purchase or sale or goods and services other than investments, exceeding €1 billion and those whose duration is greater than 20 years;
  2. acquisition, disposal or transfer of holdings exceeding €25 million;
  3. acquisition, sale or financial leasing of land and/or buildings exceeding €2.5 million;
  4. capital expenditure on technical assets differing from previous ones exceeding €300 million, or of a lower amount but of strategic importance or posing a particular risk;
  5. issue of financing to companies where the share held is not a controlling stake for amounts exceeding €200 million if the loan is proportional to the share of the holding, or of any amount if the loan is not proportional to the share of the holding;
  6. issue of personal or other guarantees for amounts exceeding €200 million, or of any amount if in favour of companies where the share held is not a controlling stake and the loan is not proportional to the share of the holding;
  7. incorporation of subsidiaries or company branches;
  • appointment and dismissal of General Managers, granting them the relevant powers;
  • appointment and dismissal, having consulted the opinion of the Board of Statutory Auditors, of the Officer in charge of preparing the Company’s financial reports, granting him adequate powers;
  • appointment and dismissal, having consulted the opinion of the Audit and Risk Committee, of the Head of the Internal Audit Department;
  • appointing the Compliance Committee, pursuant to Law 231/2001;
  • ensuring the appointment of managers in charge of the departments responsible for dealing with Shareholders and investors;
  • having heard the proposals of the relevant Committee, setting the criteria for the remuneration of the management of the Company and the Group; implementing incentive plans based on stock or other financial instruments approved by the Shareholders’ Meeting;
  • approving the proposals to be submitted for approval to the Shareholders’ meetings;
  • reviewing and resolving on all other matters that Directors with executive powers deem appropriate for the Board to assess, due to their sensitivity and/or importance;
  • approving and entering into agency agreements;
  • approving all donations.

The Shareholders’ Meeting endorsed the competition ban provided for in Article 2390 of the Italian Civil Code.
Pursuant to Article 2391 of the Italian Civil Code, Directors shall inform the other Directors and the Statutory Auditors of interests they may have, on their own behalf and on behalf of third parties, in any specific Company operation.
At Board Meetings, the Chairman reminds the Board of Directors that, pursuant to Article 2391 of the Italian Civil Code, Board Directors must voice any interests they may have, directly or through a third party, related to any items on the Agenda before they are discussed. Directors have to state the nature, origin and relevance of these interests, if any.
The Chairman organizes the activities of the Board of Directors and ensures that the Directors and Statutory Auditors are provided with the necessary documentation and information in a timely manner to enable them to make decisions. To improve the Board’s knowledge of the Company’s operations and dynamics, the Board of Directors’ meetings where financial reports are approved are attended by the managers of the various Business Units, who illustrate the most significant projects, strategies and market conditions in their respective areas.

Board Review

Saipem’s Board of Directors carried out, for the sixth time, the annual review of its size, composition, level of operation and efficiency of the Board itself and its Committees, taking into account the members’ professional skills, competencies and experience, managerial and otherwise, their length of service, following the guidelines of the Corporate Governance Code issued in December 2011.
As the Board composition changed significantly in 2011, it was deemed appropriate for the first review of this mandate to encompass out a wide-ranging analysis of the Board’s characteristics, based on individual interviews carried out by the specialized independent external consultant Crisci & Partners, utilizing, inter alia, a detailed questionnaire.
The results of this review were presented to the Board and were discussed at their meeting of March 13, 2012.
The current composition of Saipem’ Board of Directors was deemed by the Directors themselves to be appropriate both in terms of size and competencies. The Board, comprising two executive Directors, two non-executive Directors and five independent Directors, three of whom were elected by Institutional Investors, appears to be well balanced. The previous experience brought by the Independent Directors is mostly managerial, with one of their strengths being the high number of ‘sitting CEOs’. This is one of the reasons why many Directors maintain that the current Board composition is well suited to provide a meaningful contribution towards general business aspects and enterprise issues.
The Directors share a widespread appreciation for the way the Chairman and the Deputy Chairman - CEO interpret their roles at Board meeting, and, in view of the clear separation of the offices between Chairman and Deputy Chairman - CEO and the climate of constructive openness and transparency experienced by the Board, no Director deems it expedient to introduce the figure of Senior Director.
According to a high number of Directors, the strong points of this Board of Directors’ operations are:

  • Board of excellent level, prepared, professional, efficient and reliable;
  • the Board’s performance is deemed highly satisfactory, even when compared to other skills held by the Board;
  • positively good climate during Board activities;
  • appropriate number and length of Board meetings;
  • meeting agendas are deemed adequate in terms of choice of topics, density, relevance, and priority of issues under discussion;
  • arguments at meetings are presented in a highly exhaustive way;
  • management provides immediate responses to questions and/or suitable in-depth analyses at the following Board meeting;
  • information provided to Directors is always detailed and well structured;
  • documentation is always sent ahead of meetings to allow the Directors to prepare;
  • documentation is exhaustive and easy to consult.

The Directors were given a thorough grounding on certain Saipem business specific themes through an induction, which was widely appreciated.
Several in-depth studies were also carried out at Audit Committee (now Audit and Risk Committee) and Compensation Committee (now Compensation and Nomination Committee) level. The audit activity continued with a site visit in the Arab Emirates; this initiative is soon to be repeated to enable the Directors to gain further insight into Saipem’s strategic and operational issues.
In view of the particular complexity of Saipem’s business, several directors deem it expedient to further extend the business induction. Furthermore, in order to increase the level of integration of this new Board and strengthen their induction process, some Directors suggested that additional meeting be arranged, either individual or group gatherings with the Chairman, the Deputy Chairman and CEO and the management at large.
The Directors deem the two Committees to be efficient and effective, able to carry out all responsibilities. The Board is updated in a precise and thorough manner.
Specifically, the Compensation Committee functions adequately, its composition being appropriate in terms of size and competencies; the Committee Chairman is highly respected by its members, and the latter have all had previous experience in this role and possess the relevant functional and method skills to perform their duties in a reliable and effective manner.
The Audit Committee is considered to be intense, exacting and highly operational.
The Company’s macro-functions were audited, in addition to the main projects and several Group companies; specific audits were carried out on suppliers, intermediaries and Saipem joint venture partners. Meetings were attended by the first and second line of management. From the start of the new mandate, the Audit Committee has already been called twice to provide opinions relating to the procedure ‘Transactions with Related Parties’.
Finally, at their meeting of March 13, 2012, the Board of Directors acknowledged that there is scope for improvement and reserved to further evaluate and implement accordingly.

Composition, appointment and replacement of Board Directors

The Board of Directors, comprising nine members, was appointed by the Shareholders’ Meeting on May 4, 2011 for a three-year period, its mandate expiring at the Shareholders’ Meeting called to approve the Financial Statements at December 31, 2013. At their meeting of May 9, 2011, the Board of Directors appointed the Chairman, the Deputy Chairman and CEO, and the Managing Director for Business Support and Transversal Activities (Deputy CEO). The Chairman is Alberto Meomartini, replacing Marco Mangiagalli; the Deputy Chairman and CEO is Pietro Franco Tali, who was confirmed in this office, the Deputy CEO is Hugh James O’Donnell, who was also confirmed. The appointment of Directors occurs pursuant to Article 19 of Articles of Association, through voting from lists, so as to allow the appointment of minority interest representatives. Lists are filed at the Company’s registered headquarters at least twenty-five days prior to the Shareholders’ Meeting (first call) and are published in compliance with current legislation and Consob regulations. Voting lists include professional résumés for all candidates, their declaration accepting the nomination, stating that there are no grounds for ineligibility and/or incompatibility, and that they meet the integrity and/or independence requirements. Lists can be presented by Shareholders, who, individually or with others, hold voting shares representing at least 1% of the share capital, as per Consob Resolution No. 18083 of January 25, 2012. Seven tenths of Directors are appointed from the list that has obtained the majority of votes (rounded down if necessary). The remaining Directors will be selected from the other lists, provided they are not in any way, not even indirectly, linked with the shareholders who have presented or voted for the list that has obtained the majority of votes; therefore, votes obtained for each list will be successively divided by one, two, three and so on, until the number of remaining Directors to be appointed has been reached.
The ratios obtained will be progressively attributed to candidates of each list, in the order attributed to each candidate within that list. Candidates will be classified in decreasing order according to their respective ratios, and those who have received the higher ratios will be appointed. In the event that more than one candidate obtains the same ratio, the candidate on the list with no Director yet appointed or on the list with the lowest number of Directors appointed will be elected. If these lists have yet to elect a Director, or if they have already appointed an equal number of Directors, the candidate on the list with the highest number of votes will be appointed. In case the vote is still tied, the Shareholders’ Meeting will vote again, but only amongst the candidates under ballot, and the candidate who receives the majority of votes will be elected. Should this procedure fail to appoint the minimum number of independent Directors required by the Articles of Association, the ratio of votes is calculated for each candidate from said lists, in compliance with the aforementioned system; candidates who meet the independence requirement and who have obtained the highest ratios will be selected; their number will depend on the regulations set forth in the Articles of Association.
These take the place of non-independent Directors who have obtained the lowest ratios. Should the minimum number of independent Directors not be reached, the Shareholders’ Meeting resolves through majority vote, as per legal requirements, the replacement of candidates who do not fulfil the independence requirement and have obtained the lowest ratios.
This voting procedure is applicable only when the entire Board of Directors is to be renewed. Should the need arise for one or more Directors to be replaced during their mandate, the procedure as per Article 2386 of the Italian Civil Code is applied. Should the majority of Directors become unavailable, the entire Board of Directors shall be considered void. A Shareholders’ Meeting shall be called by the outgoing Board to elect a new one. When a new Board is to be elected, two lists of candidates are put forward, one by Eni SpA and the other by Institutional Investors.
Directors shall meet the integrity requirements prescribed by regulations, possess the professional expertise and experience to carry out their mandate efficiently and effectively and be able to dedicate sufficient time and resources to their office. Pursuant to Article 1.c.2 of the Code, information regarding offices of Directors or Auditors held by members of the Board of listed companies, financial or insurance companies or companies of considerable size is provided below under ‘Cumulation of offices’.
The Board comprises the Chairman Alberto Meomartini (non-executive and not-independent Director), the Deputy Chairman - CEO Pietro Franco Tali (executive and non-independent Director), the Managing Director Hugh James O’Donnell (executive and non-independent Director), and the Directors Gabriele Galateri di Genola (non-executive and independent Director), Nicola Greco (non-executive and independent Director), Maurizio Montagnese (non-executive and independent Director), Mauro Sacchetto (non-executive and independent Director), Umberto Vergine (non-executive and non-independent Director) already a member of the previous Board, Michele Volpi (non-executive and independent Director).
Alberto Meomartini, Pietro Franco Tali, Hugh James O’Donnell, Gabriele Galateri di Genola, Nicola Greco and Umberto Vergine were proposed as candidates by Eni, whose list obtained 49.05% of voting shares.
Maurizio Montagnese, Mauro Sacchetto and Michele Volpi were proposed as candidates by Institutional Investors – Allianz Global Investors Italia Sgr SpA and others – obtaining 28.30% of voting shares.
Article 19 of Articles of Association has been adjusted to comply with new Article 37, paragraph 1, letter d) of Market Regulations, whereby the Board of Directors of a listed subsidiary subject to management and coordination by another listed company shall comprise of a majority of independent Directors, identified as such in compliance with the law and current regulations. This amendment took effect from the appointments made at the Shareholders’ Meeting of May 4, 2011.
The current Board of Directors is comprised of nine members, five of whom are non-executive and independent Directors. The remaining four are non-independent Directors, two of whom are executive Directors. The professional résumés of all Directors are posted on the Company’s website www.saipem.com under the section ‘Corporate Governance’.
Board Directors, following their appointment and periodically thereafter, shall state that they fulfil both the independence and integrity requirements pursuant to current legislation, and the Board of Directors verifies that these subsist.
At their meeting of March 13, 2012, the Board of Directors, based on the declarations provided and on information at the Company’s disposal, ascertained that Board Directors meet both the independence and integrity requirements, and that no reasons for ineligibility or incompatibility subsist. The Board of Statutory Auditors verified that the Board correctly applied all the relevant criteria and procedures to assess the independence of its members.

Induction of the Board of Directors

Immediately after the appointment of the current Board, occurred on May 4, 2011, Saipem drew up a board induction program to enable new Directors to acquire an in-depth knowledge of the Company’s activities and organization, its market and relevant sectors. The program, which also involved new members of the Board of Statutory Auditors, comprised of a series of meetings, in which the Company’s top management presented Saipem’s organization, its various Business Units and main subsidiaries, providing a thorough analysis of the issues of major interest to the Directors and Statutory Auditors. Furthermore in 2011 certain business issues were studied in depth. In this context, for example, it was established that Board meetings may be held in venues other than the company offices – or even abroad – so as to enhance knowledge of the Company’s operations. In December 2011, Saipem’s Board of Directors meeting was held in Abu Dhabi.

Cumulation of offices

Pursuant to items 1.c.2 and 1.c.3 of the Corporate Governance Code, to ensure that Directors can devote enough time to their office, the Board of Directors on March 28, 2007 expressed the following guideline on the number of offices Directors may hold:

  • an executive Director shall not hold: (i) the office of executive Director in other listed companies, either in Italy or abroad, in financial companies, banks, insurance companies or companies with net equity in excess of €1 billion; and (ii) the office of non-executive Director or Statutory Auditor (or member of other control body) in more than three aforementioned companies;
  • besides the appointment at this Company, a non-executive Director shall not hold: (i) the office of executive Director in more than one of the aforementioned companies and the office of non-executive Director or Statutory Auditor (or member of other control body) in more than three aforementioned companies; and/or (ii) the office of non-executive Director or Statutory Auditor in more than six of the aforementioned companies.

Offices held at companies of the same Group are excluded from the limit of cumulation. Should the aforementioned limits be exceeded, Directors shall immediately inform the Board of Directors, who, after assessing the position and, in light of the Company’s interests, shall invite the Director to take the relevant decisions. Based on the information received, listed hereunder are additional directorships or auditor posts held by Saipem’s Board Directors in other companies.

Alberto Meomartini
Chairman of ‘Assolombarda’; Chairman of ‘Istituto di Economia e Politica dell’Energia e dell’Ambiente’ (IEFE) of Bocconi University; Chairman of ‘Nucleo di valutazione dell’Università LUISS Guido Carli’; Board Director of ‘Gruppo Il Sole 24 Ore SpA’ (a listed company); Board Director of Bocconi University; Board Director of ‘Museo Poldi Pezzoli’; Board Member of ‘Giunta di Confindustria’ and Chairman of ‘Commissione Università’.

Gabriele Galateri di Genola
Chairman of ‘Assicurazioni Generali SpA’ (a listed company); Chairman of ‘TIM Brasil Serviços e Participaçõe SA.’; Chairman of ‘Istituto Italiano di Tecnologia’; Board Director of ‘TIM Partecipações SA’ (a listed company); Board Director of ‘Telecom Italia SpA’ (a listed company); Board Director of ‘Banca CRS SpA’; Board Director of ‘Banca CARIGE’ (a listed company); Board Director of ‘Italmobiliare’ (a listed company); Board Director of ‘Azimut- Benetti SpA’; Board Director of ‘Lavazza SpA’; Board Director of ‘Edenred SA’ (a listed company); Board Director of ‘Fondazione Accademia Nazionale di Santa Cecilia’; Member of the Board of ‘Fondazione Giorgio Cini - Onlus’; Member of the Board of ‘Confindustria’; Member of the Board of ‘Assolombarda’; Member of the International Advisory Board of ‘Columbia Business School’.

Nicola Greco
Managing Director of ‘Permasteelisa SpA’; Chairman of the Board of Directors of ‘Permasteelisa Interiors Srl’; Member of the Supervisory Board of ‘Scheldebouw BV’; Member of the Supervisory Board of ‘Josef Gartner GmbH’; Legal representative of ‘Permasteelisa SpA’ in the managing body of ‘Permasteelisa SAU’.

Maurizio Montagnese
Chairman of the Board of Directors of ‘Sagat SpA - Aeroporto di Torino’; Chairman of the Board of Directors of ‘Sagat Handling SpA’; Chairman of the Board of Directors of ‘Sagat Engineering SpA’; Chairman of the Board of ‘Turismo Torino e Provincia’; Deputy Vice Chairman and Board Director of ‘Tecnoinvestimenti Srl’; Vice Chairman and Director of ‘GTA - Gruppo Turistico Alberghiero aderente all’Unione Industriale di Torino’; Board Director of ‘Aeroporti Holding Srl’; Board Director of ‘AdF - Aeroporti di Firenze SpA’; Board Director of ‘Orizzonte Sgr’; Board Director of ‘Banca d’Alba - Credito Cooperativo Alba, Langhe e Roero’.

Mauro Sacchetto
Managing Director of ‘Datalogic SpA’ (a listed company); Chairman of the Board of Directors of ‘Datalogic Automation Srl’; Chairman of the Board of Directors of ‘Datalogic Mobile Srl’; Chairman of the Board of Directors of ‘Datalogic Scanning Group Srl’; Chairman of the Board of Directors of ‘Datalogic Scanning Holdings Inc’; Chairman of the Board of Directors of ‘Datalogic Scanning Inc’; Chairman of the Board of Directors of ‘Informatics Holdings Inc’; Chairman of the Board of Directors of ‘Evolution Robotics Retail Inc’.

Michele Volpi
Managing Director of ‘Betafence SpA’; Board Director of ‘Piper Jaffray’ (a listed company).

Board of Directors’ Meetings

The Company’s Articles of Association do not specify how often the Board should meet, although Article 21 states it has to occur at least quarterly as follows: ‘The Directors inform the Board of Directors and the Board of Statutory Auditors promptly or at least every quarter on Company activities, major economic and financial transactions involving the Company or its subsidiaries; in particular they report those operations in which they have an interest, on behalf of themselves or third parties, or those operations that are subject to the influence of the controlling party’.
In 2011, the Board of Directors met on eight occasions, their meetings lasting 2.16 hours on average; three meetings have been scheduled to take place in the first half of 2012, two of which have already been held as of March 13, 2012. The general public is informed of the dates of Board Meetings when periodical statements and reports, required by current legislation, are to be approved.
The Board of Directors sets down the formalities pertaining to the calling of Board Meetings; in particular, meetings are convened by the Chairman, who also prepares the agenda for the meeting, through notices sent by post, fax or e-mail at least five days prior to the date of the meeting; in exceptional circumstances, notice is sent at least 24 hours prior to the time of the meeting. The Articles of Association allow for meetings to be held via video-conference link. Directors and Statutory Auditors are provided in advance with documents pertaining to items to be discussed and/or resolved on at the meeting.
In 2011, an average of 80.5% of Board Directors and 78.38% of independent Directors attended Board Meetings. Saipem’s COOs also attended Board of Directors’ meetings on a regular basis to report on the status of operations and the strategic prospects for the various business units, in addition to other senior managers involved in specific matters.
The Secretary of the Board of Directors is present at every Board meeting (this office is held by the Company’s CFO).

Executive Directors

Consistent with international best practices, which recommend avoiding the concentration of duties in one person, the Board of Directors resolved, at their meeting of July 29, 2008, to separate the roles of Chairman and Chief Executive Officer (CEO), the latter being the administrator who, by virtue of powers granted and their actual exercise, is the principal person responsible for the management of the Company.
The Corporate Governance Committee of Borsa Italiana believes that the separation of the aforementioned roles can strengthen the characteristics of impartiality and balance required of a Chairman of the Board, to whom the law and procedure entrust the tasks of organizing the work of the Board as well as acting as a link between executive and non-executive Directors. The separation of the roles of Chairman and Chief Executive Officer (CEO) makes the appointment of a lead independent Director unnecessary.
On May 9, 2011, the Board of Directors appointed Alberto Meomartini Chairman, Pietro Franco Tali Deputy Chairman and CEO, and Hugh James O’Donnell Deputy CEO and Managing Director for Business Support and Transversal Activities, and granted them powers commensurate with their positions. Pietro Franco Tali and Hugh James O’Donnell are executive Directors.
The Board vested the Deputy Chairman - CEO with all ordinary and extraordinary powers to manage the Company, except for the undelegable powers and those of the Board itself. The Chairman is a non-executive Director and is vested with all powers granted to him by law and the Company’s Articles of Association.
The Deputy Chairman - CEO, whom the COOs (Chief Operating Officers) of the Business Units report to, in addition to the CFO, the Human Resources and Legal Affairs senior managers, is ultimately responsible for the management of the Company, with all the relevant powers barring those of the Board itself. The Managing Director for Business Support and Transversal Activities - Deputy CEO is responsible for the following areas: Integrated Projects, QHSR, Procurement, Risk Management and Asset planning.
The Chairman chairs the Shareholders’ Meeting, convenes and chairs Board of Directors’ meetings and ensures the implementation of resolutions carried by the Board itself.

Independent Directors

Consob Resolution No. 17221 of March 12, 2010 (adoption of ‘Related Parties’ Regulations) amended through Resolution No. 17389 of June 23, 2010, had amended Article 37, paragraph 1, letter d) of Market Regulations, providing that the shares of a subsidiary subject to management and coordination by another company may only be admitted to trading if its committees are composed of independent directors. For companies subject to management and coordination by another listed company, as in Saipem’s case, the Board of Directors shall also be composed of a majority of independent members.
On December 13, 2010, the Board of Directors amended Article 19 of the Articles of Association, providing that the majority of Directors shall meet the independence requirements set by Consob for Directors of companies subject to management and coordination by another listed company.
Hence, the Shareholders’ Meeting of May 4, 2011 elected the new Board of Directors for the period 2011-2013, and, in compliance with Article 37, paragraph 1, letter d) of Market Regulations, five out of nine members appointed are independent Directors.
The Board of Directors at their meeting of May 9, 2011, ascertained, utilizing the evaluation criteria of the Corporate Governance Code, that the following Directors Gabriele Galateri di Genola, Nicola Greco, Maurizio Montagnese, Mauro Sacchetto and Michele Volpi comply with the independence and integrity requirements set forth in Article 148, paragraph 3, of Law 58/1998, in Article3 of the Corporate Governance Code issued by Borsa Italiana, and Article 37, paragraph 1, letter d) and paragraph 1-bis of Market Regulations.
Directors who do not comply with the independence requirement are executive Directors Pietro Franco Tali and Hugh James O’Donnell, and non-executive Directors Alberto Meomartini and Umberto Vergine.
Following their appointment, the Board of Directors ascertains annually that Board Directors still comply with the independent requirements. The Board of Statutory Auditors has assessed the application of criteria and procedures adopted by the Board of Directors to ascertain the independence of its members and found them to be correct. This evaluation is carried out in

Directors’ Remuneration

Article 123-ter of Law 58/1998 has made it compulsory for listed companies to publish a ‘Remuneration Report’, whose contents and methods of publication are governed by Consob, through Article 84-quarter of Issuers Regulations issued on December 23, 2011.
This Consob resolution took effect on December 31, 2011, making it compulsory to issue this new remuneration report from 2012. For all issues relating to the remuneration of executive Directors, Statutory Auditors and senior managers with strategic responsibilities please refer to the ‘Remuneration Report’, which will be issued at least 21 days prior to the General Shareholders meeting and will be posted on the Company’s website www.saipem.com under the section ‘Corporate Governance - Documents’.