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The Board of Directors, in office for 3 years, has the exclusive responsibility for the management of the company. The Board of Statutory Auditors has a supervisory function.
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The Board of Directors

The Board of Directors is composed of nine directors, six of whom were elected from the majority list presented jointly by Eni SpA and CDP Equity SpA, and three from the minority list. It was appointed for three financial years by the Shareholders’ Meeting on 3 May 2018, and will expire on the date of the Meeting called for the approval of the financial statements for the year ending 31 December 2020.

Composition

http://www.llworkorder.com/en/governance/our-governance/board-of-directors
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The composition of the BoD complies with the law on gender equality for access to corporate governance posts (120/2011) and the provisions of the Corporate Governance Code on the subject, and includes three members of the gender less represented.

In addition, the Articles of Association provide that at least one Director, if there are fewer than eight, or at least three Directors, if the Board consists of eight or more members, must possess the independence requirements established for the auditors of listed companies. If the Company is subject to activities of management and coordination by another listed company, the majority of the directors, likewise, will have to possess the independence requirements established by the applicable legislation.

The independence of the directors, after their appointment, is reassessed annually by the Board of Directors. In the meeting of 11 March 2019, the BoD confirmed that the aforementioned directors were still in compliance with the independence requirements.

The directors of Saipem declared that they are able to dedicate the necessary time to their duties, also taking into account their professional commitments and the other corporate positions they cover.
The self-assessment of the BoD carried out in 2018 underlines that the professional experiences and balance of competences within the Board are such as to guarantee quality of debate during meetings.

Role

The Board of Directors is the central body in Saipem’s corporate governance system.
Article 20 of the Articles of Association requires that the company shall be managed exclusively by the Board of Directors.
On the basis of the resolution of 3 May 2018, among other things, the Board of Directors:
  • defines the system and the corporate governance rules of the company;
  • defines the fundamental lines of the Company’s organisational, administrative and accounting structure, including the System of Internal Control and Risk Management;
  • defines, after consulting with the Audit and Risk Committee, the aggregate risk position that the company is prepared to assume in the commercial phase for the purpose of pursuing its strategic objectives;
  • defines, at the request of the Chief Executive Officer - CEO, the strategic lines and objectives of the company and the group, including their sustainability policies; examines and approves the budgets, the strategic, industrial and financial plans of the group, periodically monitoring their implementation;
  • resolves on transactions that have a significant strategic, economic, equity-related and financial importance for the company.

Appointment

The appointing of the directors takes place, pursuant to art. 19 of the Articles of Association, through voting lists, in order to ensure the presence of representatives designated by the minority shareholders and guarantee the gender balance. The lists are deposited at the company headquarters at least 25 days before the date of the Shareholders’ Meeting on the first or single call and published on the corporate website www.llworkorder.com, together with the professional CV of each candidate. The lists can be presented by shareholders who either alone or collectively hold voting rights equivalent to at least 1% of the entire share capital, as established annually by CONSOB with a specific provision on the subject. The directors possess the requirements of integrity laid down by the regulatory provisions, as well as the professional requirements and experience necessary to carry out their mandate effectively and efficiently.

Internal committees of the Board of Directors

In order to carry out its duties more efficiently, the Board has appointed three internal committees.
The Board of Directors
Composition
Role
Appointment
Internal committees of
the Board of Directors
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