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Governance

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. 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 realisation 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.

With a view to the full compliance of the corporate governance with the most recent legislative and regulatory provisions, on 1 April 2008, the shareholders' meeting of Ansaldo STS SpA changed the wording of some articles of the Company's by-laws in order to:

  • adjusting the by-laws to the ruling of the Court of Cassation of 13 September 2007 no. 19160, regarding the articles of by-laws of another listed company, concerning the chairmanship of the shareholders' meeting and the possibility for the retiring Board of Directors to present its own list, thereby eliminating, on the one hand, the possibility that - in the absence of the chairman and the deputy chairman of the Board of Directors - the chair may be taken by a proxyholder of the Board of Directors and that, on the other hand, the option granted to Board of Directors to present its own list of candidates for board membership;
  • coordinating some by-laws provisions with the changes brought to the TUF in 2007, as amended in light of the transposition of Directive 2004/109/EC ("Transparency Directive"), and Consob Resolution no. 11971/99 and subsequent amendments and integrations (Issuers' Regulation);
  • facilitate easier understanding of the procedure for the appointment of the Board of Statutory Auditors by rearranging the relevant provisions.

The office of the Board of Directors and of the Board of Statutory Auditors expired with the shareholders' meeting of Ansaldo STS held on 1 April 2008; the meeting appointed the following as of such date:

  • The new Board of Directors in the persons of 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 new Board of Statutory Auditors in the persons of Giacinto Sarubbi (Chairman), Massimo Scotton and Francesca Tripodi; alternate auditors Bruno Borgia and Pietro Cerasoli were also appointed.

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), the Remuneration Committee (Maurizio Cereda (Chairman), Gerlando Genuardi and Francesco Lalli), and the executive in charge of the preparation of the corporate accounting documents (Jean Paul Giani, Chief Financial Officer of the Company). 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, and accordingly, the Board of Directors of the Company presently includes five independent directors out of nine. On 14 October 2008, the Board of Directors of Ansaldo STS established that Ansaldo STS, after having acknowledged the positive assessment rendered by the Board of Statutory Auditors, is in line with the provisions of Articles 36 and 37 of the regulations for the implementation of the Legislative Decree no. 58 of 24 February 1998 on the subject of markets (Consob Resolution n. 16191 of 29 October 2007 and subsequent amendments and integrations). As of the same date, a press release was issued providing appropriate disclosure thereof to the market.

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
  • Regulations of the Board of Directors
  • Regulations of the Internal Control Committee
  • Regulations 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.