Governance

Corporate Governance and shareholding structure of the company in compliance with art, 123 of legislative decree no. 58 of 24 february 1998 and subsequent amendments (consolidated law on financial intermediation - TUF)

The Ansaldo STS shares have been trading since 29 March 2006 on the STAR segment of the markets organised and managed by Borsa Italiana SpA.

On 19 December 2006 the Ansaldo STS SpA Board of Directors adopted the Corporate Governance Code adopted by Borsa Italiana SpA in March 2006 (C.A.). During 2007 the Company has completed the adjustments to the requirements of the Corporate Governance Code, based on the conviction that these recommendations contribute significantly to the realization of the key points of the Company’s corporate governance policy. Specifically, the corporate governance system implemented has as its primary goal the creation of shareholder value, in recognition of the importance of transparency in the company decision-making process, and the need for an efficient internal control system.

The members of the Board of Directors of Ansaldo STS, appointed by the Shareholders’ meeting of Ansaldo STS of 1 April 2008 are: Alessandro Pansa (Chairman), Sante Roberti, Sergio De Luca, Maurizio Cereda, Gerlando Genuardi, Gregorio Gitti, Francesco Lalli, Eugenio Pinto and Attilio Salvetti. The Board will be in office for three years, therefore until the date of the Ordinary Shareholders’ Meeting for the approval of the financial statements for the year 2010. The members of the Board of Statutory Auditors, also appointed during the Shareholders’ meeting of 1 April 2008, are Giacinto Sarubbi (Chairman), Massimo Scotton and Francesca Tripodi; Bruno Borgia and Pietro Cerasoli were appointed as alternate auditors.

The new Board of Directors met on 1 April 2008 as well, and confirmed Sante Roberti as Deputy Chairman, Sergio De Luca as CEO and Mario Orlando, General Counsel of the Company, as Secretary of the Board. The Board also appointed the members of the Internal Control Committee (Gregorio Gitti - Chairman -, Maurizio Cereda, Eugenio Pinto and Attilio Salvetti), of the Remuneration Committee (Maurizio Cereda - Chairman-, Gerlando Genuardi and Francesco Lalli), and also appointed the executive in charge of the preparation of the corporate accounting documents as Jean Paul Giani, Chief Financial Officer of the Company. Later, starting from 1 August 2009 the office of Chief Financial Officer and executive in charge of the preparation of the corporate accounting documents was taken by Alberto Milvio, who replaces Jean Paul Giani after he took another relevant office in the Finmeccanica Group.

Members Maurizio Cereda, Gerlando Genuardi, Gregorio Gitti, Eugenio Pinto and Attilio Salvetti certified that they meet the independence requirements of applicable laws and the Corporate Governance Code. During the first half of 2009 the existence of these requirements for the Directors was ascertained again, as prescribed by the Corporate Governance Code. Accordingly, the Board of Directors of the Company presently includes five independent directors out of nine. Likewise, pursuant to the Corporate Governance Code, the members of the Board of Statutory Auditors Giacinto Sarubbi, Massimo Scotton and Francesca Tripodi also confirmed that they meet the independence of applicable laws.

During the meeting of 27 January 2010, the Board of Directors reviewed the regular survey carried out with the Company’s Directors, in order to report offices as Director or Statutory Auditor held in other listed financial, banking, insurance or relevant-size companies, acknowledging the offices disclosed by each member of the Board and the fact that no Director has disclosed to carry out activities in competition with the issuer. During the first half of 2009 the Board, pursuant to the provisions of the Corporate Governance Code, also completed the regular evaluation on the size, members and functioning of the Board itself and its committees, checking that they are compliant with the principles and application criteria of the Corporate Governance Code of Borsa Italiana and with Italian and international best practices.

Following is a list of the Company's main corporate governance instruments:

  • By-laws
  • Ethics Code
  • Organisation, Management and Control Model pursuant to Legislative Decree no. 231/01
  • Regulation of the Board of Directors
  • Regulation of the Internal Audit Committee
  • Regulation of the Remuneration Committee
  • Guidelines and Principles for identifying significant transactions with Related Parties – Principles of conduct
  • Regulation for managing privileged information and setting up a register of persons who have access to that information
  • Internal Dealing Code
  • Regulations for shareholders’ meetings

For more details on corporate governance, see the "Report on Corporate Governance", which also contains the information required by Art. 123 bis of TUF, available on the Company’s web site www.ansaldo-sts.com.

Genoa, 1 March 2010

 

For the Board of Directors

The Chairman

 

Alessandro Pansa