Corporate Governance

Corporate governance and ownership structure pursuant to article 123-bis of Legislative decree no. 58 of 24 February 1998 and subsequent amendments and integrations (the Consolidated Finance Act)

The Ansaldo STS shares have been listed on the Star segment of the markets organised and managed by BorsaItalia S.p.A. since 29 March 2006.
With the approval of the board of directors given on 19 December 2006, Ansaldo STS adopted the Code of conduct endorsed by Borsa Italiana S.p.A. in March 2006 and came into line with its requirements during 2007.
Borsa Italiana S.p.A.’s corporate governance committee adopted a new Code of conduct in December 2011. On 18 December 2012, Ansaldo STS’s board of directors resolved to comply with the principles of this new code and to update its own governance systems to reflect them.
Detailed disclosure on the parent’s corporate governance structure and the measures taken following the adoption of the 2011 Code of conduct is provided in the section of the directors’ report covering corporate governance and the adoption of the Code of conduct for listed companies related to 2013, published on 19 March 2014 together with the 2013 annual report.

After setting the number of directors at nine, the shareholders appointed the company’s new board of directors for 2014-2016 on 15 April 2014: Sergio De Luca (chairman), Luigi Calabria, Stefano Siragusa, Giovanni Cavallini, Giulio Gallazzi, Alessandra Genco, Bruno Pavesi, Paola Pierri and Barbara Poggiali.

In the meeting held on 15 April 2014 after the above meeting, the board of directors appointed Stefano Siragusa CEO and Luigi Calabria deputy chairman of the board of directors. Furthermore, on 1 January 2014, Stefano Siragusa also became the company’s general manager.

At the same meeting of 15 April 2014, the shareholders also appointed the board of statutory auditors for the 2014-2016 period, comprising Giacinto Sarubbi (chairman), Renato Righetti and Maria Enrica Spinardi, and Fabrizio Riccardo Di Giusto, Giorgio Mosci and Daniela Rosina as substitute statutory auditors.
On 15 April 2014, the board of directors also appointed the members of the risk and control committee (Giovanni Cavallini – chairman, Paola Pierri and Barbara Poggiali), the appointments and remuneration committee (Bruno Pavesi – chairman, Giovanni Cavallini and e Giulio Gallazzi) and confirmed the CEO Roberto Carassai manager in charge of financial reporting pursuant to article 154-bis of Legislative decree no. 58/1998.

Again on 15 April 2014, the board of directors confirmed Grazia Guazzi (head of the company’s Corporate Affairs & Group Insurances department), as board secretary.

On their appointment, the directors, Giovanni Cavallini, Giulio Gallazzi, Bruno Pavesi, Paola Pierri and Barbara Poggiali, confirmed they meet the requirements for independence of current legislation and the Code of conduct.

The board of directors also assessed these requirements and the board of statutory auditors, in turn, checked the criteria adopted by the board were properly applied.

Also in the meeting of 15 April 2014, pursuant to article 7.P. 3 of the Code of conduct, after discussion with the risk and control committee, the company’s board of directors appointed the CEO, Stefano Siragusa, as director in charge of the internal control and risk management system. Moreover, during the same meeting, on Mr. Siragusa’s proposal, with the approval of the risk and control committee and having consulted the board of statutory auditors, the board of directors confirmed Mauro Giganti as manager of the Internal audit department.

Pursuant to the Code of conduct, during the first meeting of the board of statutory auditors, also held on 15 April 2014, the statutory auditors, Giacinto Sarubbi, Renato Righetti and Maria Enrica Spinardi, confirmed they meet the independence requirements of current legislation and stated thereby at the time of their appointment.

During the first half of the year, a specialised company completed its assessment of the operation of the board of directors and its internal committees. The positive findings of this assessment confirmed that Ansaldo STS’s board of directors and committees are highly professional and showed a good level of compliance with the requirements of the Code of conduct and international corporate governance best practices.

With respect to the independent auditors appointed to perform the legally-required audit of Ansaldo STS S.p.A.’s financial statements, in their meeting of 7 May 2012, the shareholders awarded the new audit engagement for the 2012-2020 period to KPMG S.p.A..

The parent also published its 2013 Sustainability report in the first half of 2014. Such report was reviewed by KPMG S.p.A..

Finally, on 20 February 2014, the board of directors approved the parent’s remuneration policy, in compliance with the recommendations of article 6 of the Code of conduct, on the basis of the proposal prepared by the appointments and remuneration committee dated 17 February 2014.
On 7 March 2014, after discussion with the appointments and remuneration committee, the board of directors subsequently approved the remuneration report prepared by the company pursuant to article 123-ter of the Consolidated finance act and article 84-quarter of the Issuer regulation.
Finally, pursuant to article 123-ter.6 of the Consolidated finance act, in their meeting of 15 April 2014, the shareholders approved the first part of the above-mentioned report required by article 123-ter.3 of the Consolidated finance act, which describes the company’s remuneration policy for its officers and key managers, and the procedure followed to implement and describe this policy.

Pursuant to article 70.8 of the Issuer regulation, we note that, in their meeting of 28 January 2013 and as permitted by articles 70.8 and 71.1-bis of the Issuer regulation, the parent’s directors resolved to opt out of the requirement to publish the relevant documents for transactions such as mergers, demergers, share capital increases via contributions in kind, acquisitions and sales.

The key corporate governance tools the company has implemented in compliance with the most recent legislative and regulatory requirements, those required by the Code of conduct and national and international best practices, are as follows:

  • By-laws;
  • Code of ethics;
  • Organisational, management and control model pursuant to Legislative decree no. 231/01;
  • Shareholders’ meeting regulations;
  • Board of directors’ regulations;
  • Risk and control committee regulations;
  • Appointments and remuneration committee regulations;
  • Related party transactions - Procedure adopted pursuant to article 4 of CONSOB regulation no. 17221 of 12 March 2010;
  • Procedure for the handling of privileged information;
  • Internal dealing code of conduct.

For further details on the company’s corporate governance, reference should be made to the “Corporate governance report”, comprising all disclosure required by article 123-bis of the Consolidated finance act, available on the company’s website www.ansaldo-sts.com.

 

Naples, 28 July 2014

On behalf of the board of directors
The Chairman
Sergio De Luca

 

 

Registered Office: 16151 Genoa Via Paolo Mantovani, 3 - 5
Paid-in Share Capital EUR 100,000,000 R.E.A. n. 421689 Register of Enterprises of Genoa Tax Code 01371160662
A Finmeccanica Company