The Board of Directors
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.
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.
Internal committees of the Board of Directors
the Board of Directors