BACK TO GOVERNANCE Main menu primary Main menu functional Home Governance RELATED PARTIES PROCEDURES OPC PROCEDURE Saipem has adopted procedures geared to guarantee the substantive and procedural transparency and correctness of the Transactions with Related Parties. MSG “Transactions involving the interests of directors and statutory auditors and transactions with related parties” Directors’ interests and transactions with Related Parties The Management System Guideline “Directors’ interests and transactions with Related Parties” set out the principles and rules that Saipem and its subsidiaries must comply with in order to ensure transparency and substantial and procedural fairness of Transactions entered into by Saipem and/or its subsidiaries with Related Parties. In order to implement Article 2391-bis of the Italian Civil Code, Consob approved a Regulation on March 12, 2010 which obliged listed companies to adopt procedures not later than December 1, 2010 aimed at guaranteeing full transparency as well as procedural and effective fairness for transactions with related parties. Also in light of the recommendations of the Corporate Governance Code issued by Borsa Italiana SpA, on November 24, 2010, Saipem’s Board of Directors unanimously approved the procedure ‘Interests held by Board Directors and Statutory Auditors and transactions with related parties’, effective from January 1, 2011, in substitution of the procedures previously adopted by the Board of Directors in 2003. The Audit and Risk Committee, comprised wholly of independent Directors pursuant to the Corporate Governance Code and the aforementioned Regulation, had expressed a preliminary opinion in favour of the adoption of this procedure. On March 13, 2012, June 27, 2016 April 23, 2018, January 15, 2019, June 26, 2019 and April 27, 2021, the Board of Directors issued an updated version of the procedure to reflect the changes made to Consob Regulations on Transactions with Related Parties, having received the favourable opinion of the Audit and Risk Committee, identified by the Board as the Committee responsible for issuing the opinion required by art.4, paragraph 3 of Consob Regulations on Transactions with Related Parties (Related Parties’ Committee). On May 18, 2021, the Board of Directors set up a dedicated Related Parties’ Committee. The procedure reflects the definitions and provisions of Consob Regulation: transactions with related parties have been divided into transactions of greater importance, transactions of lesser importance, and exempted transactions, with different procedures to be followed based on the type and relevance of transactions. This procedure attributes a major role to independent Directors, as members of the Audit and Risk Committee, whose composition is provided in the current legislation on Related Parties (Related Parties’ Committee). Specifically, the Board of Directors reserves the right to approve transactions of greater importance, subject to the Audit and Risk Committee being in favour, having been involved in negotiations and having received complete and timely information. In case of transactions of lesser importance, the Audit and Risk Committee, whose composition is provided in the current legislation on Related Parties (Related Parties’ Committee), expresses a reasoned, albeit not binding opinion on the interest the Company may have in a transaction and the expedience and substantial fairness of its terms. The procedure has also identified Transactions of smaller amounts, which are excluded from the procedure, as well as other types of transactions, which, due to the nature of the revenue and/or cost, are deemed to be Regular Transactions as they were completed in market-equivalent or standard terms and therefore are excluded from the procedure even if they are not of lesser amounts. In terms of the duty of information to the public, Saipem’s procedure reflects the provisions of Consob Regulation in full. A specific discipline was added in the procedure for those transactions in which a Director of Statutory Auditor hold a vested interest, on their own or third party’s behalf; specifically, it details the checks and evaluations required in the preparatory and approval stages, as well as the reasons for the transactions involving a vested interest by a Director or a Statutory Auditor, notwithstanding the requirement of a reasoned opinion issued by the Audit and Risk Committee, whose composition is provided in the current legislation on Related Parties (Related Parties’ Committee), when a transaction requires approval by the Board of Directors. The procedure defines timeframes, responsibilities and verification tools by the interested resources, in addition to the flows of information required for the correct application of the procedure. Board Directors, Statutory Auditors and senior managers with strategic responsibilities declare every six months all transactions they may have entered into involving Saipem SpA and/or its subsidiaries, either directly or through a third party. They also declare potential significant relations for the purposes of the identification of related parties (for instance, close relatives). Board Directors and Statutory Auditors declare, every six months or sooner in the event of changes, any potential interests they may hold towards the Company and the Group. Amounts of transactions of a commercial, financial or other nature with related parties, a description of the most relevant types of transaction, their incidence on the balance sheet, income statement and financial flows are detailed in the consolidated and statutory financial statements of Saipem SpA. DOWNLOAD Procedures for the Transactions with Related Parties approved by the Board on April 27, 2021 PDF (291 KB) We are working on the new website. Search functionality will be available soon. This website uses technical and analytical cookies, including third-party cookies, to analyse user browsing behaviour, create website visit statistics and improve the contents provided. To consult the full Cookie Policy or decline, at a later date, your consent to the cookies used by the website, click here. Accept Decline DISCOVER MORE EXTERNAL LINKS INFORMATIVES FOLLOW US Copyright © 2021 Saipem - All rights reserved SERVICE PAGES Privacy Terms & Conditions Cookies App Site maps ENG ITA SAIPEM SpA - Registered office: Via Martiri di Cefalonia 67, 20097, San Donato Milanese, Milan - Italy Corporate capital: 2.191.384.693 € fully paid-up - Taxpayer’s code and VAT number: 00825790157 - Economic and Administrative Business - Register Milan no. 788744