REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE pursuant to Article 123-bis of Legislative Decree No. 58 of 24 February 1998 Approved by the Board of Directors on 1 April 2020 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE pursuant to Article 123-bis of Legislative Decree No. 58 of 24 February 1998 Approved by the Board of Directors on 1 April 2020 FINCANTIERI FINCANTIERI

I NDEX

GLOSSARY 4 conditions or oppose the purchase 2.2.8 CEO 42 4. Regulation on related party transactions and of shareholdings in the Company 14 2.2.9 Non-executive Directors 44 other corporate governance documents 74 EXECUTIVE SUMMARY 61.5 Employee shareholdings: mechanisms 2.2.10 Independent Directors 44 4.1 Regulation on related party transactions 74 for exercising voting rights 16 2.2.11 Assessment of the operation of the Board 4.2 Inside Information 76 Shareholders 6 1.6 Appointment and replacement of Directors and of the Advisory Committes 45 4.3 Code of Conduct 77 and amendments to the Company’s By-laws 17 2.2.12 Remunerations 45 4.4 Anti-Corruption Laws 78 Composition of the Board of Directors 1.7 Authorisations to increase the share 2.3 Advisory Committes 46 5. Relations with shareholders from 5 April 2019 to the date of the report 6 capital and to issue equity securities 2.3.1 Control and Risk Committee 46 and stakeholders 80 or purchase treasury shares 17 2.3.2 Remuneration Committee 50 ANNEX 1 82 Composition of the Board of Directors 1.8 Change of control clauses 18 2.3.3 Nomination Committee 52 until 5 April 2019 7 1.9 Directors’ allowances for early cessation, 2.3.4 Sustainability Committee 55 also following a public tender off er 23 2.4 Board of Statutory Auditors 57 Curriculum vitae of Members of the Board 2.4.1 Composition of the Board of Statutory of Directors 82 Characteristics of Board of Directors members 7 INFORMATION ON CORPORATE GOVERNANCE 24 Auditors 57 ANNEX 2 92 Composition of the Board of Statutory 2.4.2 Appointment and replacement Auditors at the date of the report 7 2. Corporate governance system 24 of Auditors 57 2.1 Shareholders’ Meeting 24 2.4.3 Tasks of the Board of Statutory Curriculum vitae of Members of the Board Other information on the Board of Directors, 2.1.1 Powers and quorum 24 Auditors 58 of Statutory Auditors 92 Committees and Board Of Statutory Auditors* 8 2.1.2 Procedures for calling Shareholders’ 2.4.4 Meetings of the Board of Statutory TABLE 1 97 Meetings 26 Auditors 60 INTRODUCTION 10 2.1.3 Eligibility to attend Shareholders’ 2.4.5 Remunerations 60 Meetings and voting procedures 26 3. Internal Control and Risk Management Structure of the Board of Directors COMPANY PROFILE 10 2.1.4 Shareholders’ rights 27 System 61 and the Committees in 2019 97 2.1.5 Shareholders’ Meeting Proceedings 27 3.1 Main features of the ICRMS 61 TABLE 2 98 INFORMATION ON THE OWNERSHIP STRUCTURE 12 2.2 Board of Directors 28 3.2 Persons involved in the ICRMS 2.2.1 Composition of the Board 28 and associated responsibilities 66 1. Ownership structure 12 2.2.2 Professional qualifi cation and integrity 3.2.1 Director in charge of the ICRMS 66 Structure of the Board of Statutory 1.1 Structure of the share capital 12 requirements and reasons for ineligibility 3.2.2 Head of Internal Auditing and the Internal Auditors during 2019 98 1.2 Signifi cant shareholdings and incompatibility of Directors 29 Auditing Department 67 and shareholders’ agreements 12 2.2.3 The Board’s position on the maximum 3.2.3 Risk Offi cer 69 1.3 Limits on shareholdings and on voting number of offi ces Directors can hold 3.2.4 Offi cer in Charge of preparing rights 12 in other companies 29 the Company’s accounting records 70 1.4 Special powers of the Italian State 13 2.2.4 Appointment and replacement 3.2.5 The Organisation Model under 1.4.1 Power of the Italian State to impose of Directors 31 Legislative Decree No. 231/2001 and the conditions or oppose the purchase 2.2.5 Tasks of the Board 34 Supervisory Body 71 of shareholdings in the Company 14 2.2.6 Meetings and functioning of the Board 41 3.2.6 Board of Statutory Auditors 73 1.4.2 Power of the Italian State to impose 2.2.7 Chairperson of the Board of Directors 42 3.2.7 External auditors 73

2 3 FINCANTIERI FINCANTIERI

GLOSSARY Sustainability Committee CONSOB Regulation on Related Party The Committee set up by the Board of Transactions Director in charge of the ICRMS Directors under Article 4 of the Corporate The Regulation issued by CONSOB (Stock The Director in charge of setting up and Governance Code Exchange Regulatory Authority) by Resolution maintaining an eff ective internal control and No. 17221 of 12 March 2010, as amended risk management system (ICRMS) pursuant Nomination Committee to Article 7 of the Corporate Governance Code The Committee set up by the Board of Issuers’ Regulations Directors under Article 5 of the Corporate The Regulations issued by CONSOB by Borsa Italiana Governance Code Resolution No. 11971 of 14 May 1999 on issuers, Borsa Italiana S.p.A. as amended Committee for Related Party Transactions Sustainability Budget or RPT Committee Corporate Governance Report or Report The statement on non-fi nancial information The Committee involved in handling related This Report on Corporate Governance and drawn up under Legislative Decree No. 254 of party transactions under CONSOB (Stock Ownership Structure drafted pursuant to 30 December 2016 approved by the Board of Exchange Regulatory Authority) Regulation, Article 123-bis of the Italian Consolidated Law Directors approved by Resolution No. 17221 of 12 March on Finance (TUF) 2010, as amended Corporate Governance Code or Code Head of Internal Auditing The Corporate Governance Code of listed Board of Directors or Board The Head of the Internal Auditing Department companies approved by the Corporate The Board of Directors of Fincantieri appointed pursuant to Article 7.1 of the Governance Committee in July 2018 and Corporate Governance Code drafted by Borsa Italiana S.p.A. (Italian Stock Offi cer in Charge Exchange), ABI, ANIA, Assogestioni, Assonime The Manager responsible for preparing the Risk Offi cer and Confi ndustria (last version) Company’s fi nancial reports under Law The Risk Offi cer supports the Director 262/2005 in charge of the ICRMS to determine the Code of Conduct methodologies to identify, evaluate and The Code of Conduct adopted by the Fincantieri or the Company monitor the main business risks Company and described in paragraph 4.3 FINCANTIERI S.p.A. of this Report By-laws Group Fincantieri’s By-laws in force as of the date of this Control and Risk Committee Fincantieri and its subsidiaries under Article Report The Committee set up by the Board of 93 of the Italian Consolidated Law on Finance Directors under Article 7 of the Corporate (TUF) Italian Consolidated Law on Finance (TUF) Governance Code Legislative Decree No. 58 of 24 February 1998, Organisation Model as amended Corporate Governance Committee The Organisation Model adopted by the The Corporate Governance Committee Company under Legislative Decree No. 231 of established by Borsa Italiana S.p.A., ABI, Ania, 8 June 2001 Assonime, Confi ndustria and Assogestioni Off ering Circular Remuneration Committee The off ering circular relating to the public The Committee set up by the Board of off er for sale and subscription and admission Directors under Article 6 of the Corporate to listing on the Mercato Telematico Azionario Governance Code organised and managed by Borsa Italiana S.p.A. of ordinary shares issued by Fincantieri

4 5 FINCANTIERI FINCANTIERI

EXECUTIVE SUMMARY COMPOSITION OF THE BOARD OF DIRECTORS UNTIL 5 APRIL 2019

Shareholders INDEP. INDEP. DIRECTOR OFFICE EXPIRY OF TERM ROLE B Y L A W BY CODE CRC RC NC SC The graphs and tables below detail the Sh. Meeting to approve 2018 Giampiero Massolo Chairperson Financial Statements Executive ------composition of the shareholder structure and Sh. Meeting to approve 2018 Giuseppe Bono CEO Executive ------type of investors. Financial Statements Sh. Meeting to approve 2018 1 Gianfranco Agostinetto Director Financial Statements Non-executive √ √ X - - C SHAREHOLDERS STRUCTURE Sh. Meeting to approve 2018 Simone Anichini Director Financial Statements Non-executive √ √ - - X X INDISTINCT MARKET Sh. Meeting to approve 2018 CDP Industria S.p.A. Massimiliano Cesare Director Financial Statements Non-executive √ √ C - - X Sh. Meeting to approve 2018 Nicoletta Giadrossi Director Financial Statements Non-executive √ √ X - - X Sh. Meeting to approve 2018 Paola Muratorio Director Financial Statements Non-executive √ √ - C - - Sh. Meeting to approve 2018 28.26% Fabrizio Palermo Director Financial Statements Non-executive - - X X X - Sh. Meeting to approve 2018 Donatella Treu Director Financial Statements Non-executive √ √ - X C - 0.42 % FINCANTIERI S.p.A 1 Member of the Control and Risk Committee to replace Director Palermo when the Committee - meeting as the RPT Committee - examines the most signifi cant (OWN SHARES) related party transactions. 71.32 % CRC: Control and Risk Committee. RC: Remuneration Committee. NC: Nomination Committee. SC: Sustainability Committee. C: Chairperson of the Committee. √: Satisfi es the requirements. -: Not applicable. X: Member of the Committee. SHAREHOLDER STRUCTURE % CHARACTERISTICS YES/NO sharecapital CHARACTERISTICS OF BOARD OF DIRECTORS MEMBERS Shareholders’ agreements No - AREA OF EXPERTISE Shareholding threshold for the AGE submission of slates for the - 1% appoinment of corporate 11.1% 40.0% bodies INTERNATIONAL RELATIONS 33.3% 11.1% LEGAL

FINANCIAL COMPOSITION OF THE BOARD OF DIRECTORS FROM 5 APRIL 2019 TO THE DATE OF THE REPORT 20.0% 20.0% 55.5% 44.4% INDUSTRIAL INDEP. INDEP. DIRECTOR OFFICE EXPIRY OF TERM ROLE CRC RC NC SC B Y L A W BY CODE PLANNING AND STRATEGY 10.0% 10.0%

Sh. Meeting to approve 2021 Giampiero Massolo Chairperson Financial Statements Executive ------<45 Y 45/50 Y 51/55 Y 56/65 Y > 65 Y Sh. Meeting to approve 2021 Giuseppe Bono CEO Financial Statements Executive ------Sh. Meeting to approve 2021 Barbara Alemanni Director Financial Statements Non-executive √ √ X X - - COMPOSITION OF THE BOARD OF STATUTORY AUDITORS AT THE DATE OF THE REPORT Sh. Meeting to approve 2021 Massimiliano Cesare Director Financial Statements Non-executive √ √ C - X - MEMBERSROLE EXPIRY OF TERM Luca Errico Director Sh. Meeting to approve 2021 Non-executive √ √ - - X X Financial Statements Gianluca Ferrero Chairperson Meeting to approve 2019 Financial Statements Paola Muratorio Director Sh. Meeting to approve 2021 Non-executive 1 Financial Statements √ √ X C - X Roberto Spada Standing Auditor Meeting to approve 2019 Financial Statements Elisabetta Oliveri Director Sh. Meeting to approve 2021 Non-executive - X - C Fioranna Vittoria Negri Standing Auditor Meeting to approve 2019 Financial Statements Financial Statements √ √ Sh. Meeting to approve 2021 Alberto De Nigro Alternate Auditor Meeting to approve 2019 Financial Statements Fabrizio Palermo Director Financial Statements Non-executive - - - X X - Flavia Daunia Minutillo Alternate Auditor Meeting to approve 2019 Financial Statements Federica Santini Director Sh. Meeting to approve 2021 Non-executive - - X - - X Financial Statements Massimiliano Nova Alternate Auditor Meeting to approve 2019 Financial Statements Sh. Meeting to approve 2021 Federica Seganti Director Financial Statements Non-executive √ √ X - C -

1 Member of the Control and Risk Committee in place of Director Santini when the Committee, meeting in its capacity as RPT Committee, examines transactions with related parties of greater signifi cance. CRC: Control and Risk Committee. RC: Remuneration Committee. NC: Nomination Committee. SC: Sustainability Committee. C: Chairperson of the Committee. √: Satisfi es the requirements. -: Not applicable. X: Member of the Committee.

6 7 FINCANTIERI FINCANTIERI

OTHER INFORMATION ON THE BOARD OF DIRECTORS, COMMITTEES AND BOARD OF STATUTORY AUDITORS* INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

AVERAGE FOR LISTED COMPANIES** BODY/DEPARTMENTCOORDINATOR NOTES FINCANTIERI All-share Mid Cap Director in charge of the Chairperson of the Board – Number of Directors 10 10.0 10.9 ICRMS of Directors Number of executives 2 2.5 2.5 Internal Auditing Department – Inside the Company Number of non-executives 8 2.9 2.9 Head of Internal Auditing Stefano Dentilli Reports to the Board of Directors Number of non-executives that do not 2 2.9 2.9 Risk Offi cer Stefano Dentilli – qualify as independent under the Code Offi cer in Charge Felice Bonavolontà Group Accounting and Number of independent under the Code 6 4.6 5.6 Administration Manager % less represented gender 50 - - Guido Zanardi (Chairperson) External member Average age of Directors 56.3 57 - Supervisory Body Giorgio Pani External member Internal member No. BoD meetings 13 11.2 11.2 Stefano Dentilli % attendance at BoD meetings 88.6 93 - Gianluca Ferrero (Chairperson) Board of Statutory Auditors Roberto Spada – Average duration of BoD meetings 104 min. 138 min. 153 min. Fioranna Vittoria Negri Board evaluation Implemented 84.1% - Expiry of term: Meeting to approve External auditors PricewaterhouseCoopers S.p.A Position on multiple offi ces Adopted 47% 58% 2019 Financial Statements1

1 The Shareholders’ Meeting of the Company held on 15 November 2019, in accordance with the tender procedure to identify the sole external audit fi rm for the AVERAGE FOR LISTED COMPANIES** group launched by Cassa Depositi e Prestiti S.p.A., resolved to approve the consensual termination of PricewaterhouseCoopers S.p.A.’s appointment to conduct the FINCANTIERI statutory audit, as per the reasoned advice of the Board of Statutory Auditors, with eff ect from the approval of the fi nancial statements as at 31 December 2019 and All-share Mid Cap to appoint, on the Board of Statutory Auditors’ proposal, the external audit fi rm Deloitte & Touche S.p.A. to audit Fincantieri for the years 2020-2028.

No. of CRC meetings 6 8.1 9.1 % attendance at CRC meetings 83.3 - - Average duration of CRC meetings 87 min. 120 min. 122 min. No. of RC meetings 4 5.1 5.7 % attendance at RC meetings 79.2 - - Average duration of RC meetings 78 min. 70 min. 76 min. No. of NC meetings 5 5.9 5.7 % attendance at NC meetings 71.7 - - Average duration of NC meetings 62 min. 62 min. 56 min. No. SC meetings 6 - - % attendance by SC 83.3 - - Average duration SC meetings 84 min. - -

AVERAGE FOR LISTED COMPANIES ** FINCANTIERI All-share Mid Cap

Number of Auditors 3 - - Average age of Auditors 57.67 55.8 - No. of meetings 12 13.8 16.3 Average duration of meetings 105 min. 149 min. 152 min. % attendance by Auditors 100 97 -

* The statistical data of this table for Fincantieri refer to the composition and operation of the Board of Directors, of its internal Committees and of the Board of Statutory Auditors during 2019. ** Last available data from the report of Assonime - Emittenti Titoli S.p.A. “Corporate Governance in Italy: corporate governance, remunerations and comply-or-explain (year 2019)” of 26 January 2020.

8 9 FINCANTIERI FINCANTIERI

INTRODUCTION off shore aquaculture as well as off ering its own innovative products in the vessel and semi- This Report contains the information required by submersible drilling platforms industry. Article 123-bis of the Italian Consolidated Law on The Fincantieri Group operates in this industry Finance (TUF) and by the regulatory provisions through FINCANTIERI S.p.A., Fincantieri Oil&Gas in force applicable to the corporate governance S.p.A. and the VARD Group. system adopted by the Company and the associated ownership structure. In line with the Finally, the Systems, Components and Services recommendations of the Corporate Governance operating segment includes the design and Code2, which the Company observes, this production of high-tech systems, infrastructure Report also contains complete and accurate and components, such as stabilisation, information on the manner in which the propulsion and generation systems, naval Company complies with the principles and automation systems, steam turbines, integrated criteria of the Code, indicating (as relevant) any systems, cabins, repair and conversion services specifi c recommendations that the Company and logistics and after-sales support services. has not in fact adhered to. These activities are performed by Fincantieri and some subsidiaries, mainly Fincantieri COMPANY PROFILE Infrastructure S.p.A., Seastema S.p.A., Marine Interiors S.p.A., Fincantieri SI S.p.A., and Fincantieri is one of the most important Fincantieri Marine Systems North America Inc. shipbuilding groups in the world and the fi rst of (“FMSNA”), Isotta Fraschini Motori S.p.A. its kind for diversifi cation and innovation. The Fincantieri Group is a world leader in designing The Fincantieri Group, based in Trieste, has and constructing cruise ships and is the point of 20 shipyards in 4 continents and a total of reference for all areas of high-tech shipbuilding, approximately 19,823 employees, of whom over from off shore military support vessels (OPV), 9,334 in Italy. The main subsidiaries of Fincantieri special ships and highly complex ferries to are: Isotta Fraschini Motori S.p.A., Fincantieri mega-yachts, ship repairs and conversions, Marine Systems North America Inc., Fincantieri producing marine systems and components and Marine Group LLC, CETENA S.p.A., Isselnord and in providing after sales services. VARD, a group with operational headquarters in In the context of the abovementioned operations, Norway. Fincantieri operates through three operating segments: Shipbuilding, Off shore and Special Ships and Systems, Components and Services. Shipbuilding operations include the design and construction of ships for the cruise and expedition cruise vessels business areas, military vessels and other products and services (ferries, mega-yachts). Production takes place at the Group’s Italian, European and US shipyards.

The Off shore and Special Ships operating segment includes the design and construction of high-end off shore support vessels, specialised vessels, off shore wind farm vessels and

2 Available, in various editions, on the Internet website of the Corporate Governance Committee at http://www.borsaitaliana.it/comitato-corporate- governance/codice/codice.htm

10 11 FINCANTIERI FINCANTIERI

INFORMATION ON THE OWNERSHIP STRUCTURE The Company is not subject to the exercise of the abovementioned 5% ceiling, account is also interests, and irrespective of any relevant management and coordination activities under taken of shares held through trust companies provisions contained in the Company’s By- 1. Ownership structure Articles 2497 and following of the Italian Civil and/or indirectly through intermediaries in laws3, may: Code by CDP Industria. general. 1.1 Structure of the share capital Consequently, Fincantieri: (i) operates Voting rights and other rights unrelated to a) impose specifi c conditions on the security of The Company’s share capital consists independently with regard to how economic rights may not be exercised for procurements, on the security of information, exclusively of ordinary shares without nominal arrangements with customers and suppliers are shares held over and above this 5% limit, and on technological transfers, on controls of value. conducted without any external intervention; the voting rights that would be exercisable by exports where shareholdings are purchased The shares are registered, indivisible and each (ii) independently prepares the Company’s or each of the parties subject to the shareholding (on any basis whatsoever) in enterprises that share entitles the holder to one vote. The shares the Group’s strategic, industrial and fi nancial ceiling shall be proportionately reduced, engage in business operations of strategic are freely transferable. plans and/or budget; (iii) is not subject to unless otherwise collectively indicated by the importance to national defence or national At 31 December 2019, Fincantieri’s share capital the rules issued by CDP Industria; (iv) has no shareholders concerned. If the above rules are security interests; amounted to EUR 862,980,725.70 divided agreements for cash and cash equivalents infringed, the shareholders’ resolution may be b) prohibit the adoption of resolutions by into 1,699,651,360 shares. This fi gure is also with CDP Industria, nor has it granted fi nancial challenged under Article 2377 of the Italian Civil the Shareholders’ Meeting or management confi rmed as of the date of this Report (for assistance or coordination duties to CDP Code if the required majority would not have bodies of an enterprise referred to in letter further information, see paragraph 1.7 below). Industria; and (v) receives no guidelines or been achieved without the votes that exceeded a) related to the Company’s merger or de- The Company’s shares are listed on the Italian instructions from CDP Industria either on the maximum ceiling. Shares for which the merger, transfer of the Company or its business Electronic Stock Market (MTA) organised and fi nancial and credit matters or with regard voting rights may not be exercised are still units or its subsidiaries, transfer abroad of managed by Borsa Italiana. to extraordinary transactions or operating taken into account, however, for purposes of the Company registered offi ce, amendment strategies. determining whether the Shareholders’ Meeting of the corporate purpose, dissolution of the 1.2 Signifi cant shareholdings and shareholders’ was duly constituted. Company, amendment of any provisions of agreements 1.3 Limits on shareholdings and on voting However, the Law on Privatisations dictates that the Company’s By-laws adopted under Article Fincantieri’s shareholders’ register, reports rights the By-laws clause that limits shareholdings 2351, paragraph 3, of the Italian Civil Code or to CONSOB received by the Company and Under Article 3 of Law Decree No. 332 of and voting rights will not apply if the 5% limit introduced under Article 3, paragraph 1, of Law other information available to the Company 31 May 1994, converted with amendments is exceeded following a public tender off er as Decree No. 332 of 31 May 19944, sale of in rem reveal that, as of the date of this Report, no into Law No. 474 of 30 July 1994, (“Law on a result of which the off eror acquires an equity rights or rights of use related to tangible or person, with the exception of the controlling Privatisations”), Article 6-bis of the Company’s interest amounting to at least 75% of the share intangible assets or acceptance of constraints shareholder (see below), holds a shareholding By-laws provides that no person or entity capital with rights to vote on resolutions related on their use; and in Fincantieri that exceeds 3%, nor are there any other than the Italian State, public bodies or to the appointment and removal of Directors. c) oppose the purchase, on any basis known shareholders’ agreements under Article entities controlled by the same may, on any whatsoever, of equity interests in a company 122 of the Italian Consolidated Law on Finance basis whatsoever, hold shares in Fincantieri 1.4 Special powers of the Italian State referred to in letter a) by an entity other than (TUF) involving the Company’s shares. representing more than 5% of its share capital By virtue of the type of activities carried out, the Italian State, Italian public entities or entities 71.32% of the share capital is indirectly held by unless permitted by applicable legislative and the Company is subject to the provisions of controlled by the same, if the purchaser comes Cassa Depositi e Prestiti S.p.A. (a subsidiary regulatory provisions. Article 1 of Law Decree No. 21 of 15 March to hold, directly or indirectly, including through of the Ministry of the Economy and Finance) This equity interest ceiling is calculated also by 2012 (“Law Decree No. 21/2012”), converted subsequent acquisitions, through intermediaries through its subsidiary CDP Industria S.p.A. taking into account the overall shareholding with amendments into Law No. 56 of 11 May or otherwise affi liated entities, equity interests (“CDP Industria”). held by the controlling party, whether it 2012 (“Law No. 56/2012”) on the Italian State’s with voting rights to an extent that could be a natural or legal person or entity, by all special powers concerning defence and compromise national defence and national direct and indirect subsidiaries, as well as by national security (“golden powers”). security interests in specifi c cases. To this end, MAIN SHAREHOLDERS % SHARE CAPITAL FINCANTIERI companies controlled by a single controlling Specifi cally, Article 1 specifi es that, with the above rules apply to any shareholding held entity, by affi liate entities and also by natural reference to companies that engage in by third parties with whom the purchaser has Indirect Direct persons who are associated by family or “activities of strategic importance for the entered into any of the agreements referred to Cassa Depositi CDP Industria S.p.A. 71.32% kinship relations up to the second degree defence and national security system”, the in Article 122 of the Italian Consolidated Law on e Prestiti S.p.A. or by marriage, provided that the spouse in Italian State, in the event of a serious threat to Finance (TUF) or those referred to in Article question is not legally separated. In calculating its key national defence and national security 2341-bis of the Italian Civil Code.

3 These powers are exercised by Decree of the President of the Council of Ministers adopted based on a resolution of the Council of Ministers to be communicated simultaneously to the competent Parliamentary Commissions. 4 As most recently amended under Article 3 of Law Decree No. 21/2012.

12 13 FINCANTIERI FINCANTIERI

In implementing Law Decree No. 21/2012, or other act on the abovementioned matters Consolidated Law on Finance (TUF) or a b) the existence (taking due account of the “activities of strategic importance for the – and the President of the Council of Ministers shareholding that exceeds the 3%, 5%, 10%, offi cial positions of the European Union) of defence and national security system” have will take any necessary decisions and notify 15%, 20% and 25% thresholds, shall, no later objective reasons that suggest that links exist been identifi ed by Decree No. 253 of the them to Fincantieri in accordance with the than ten days from such acquisition, inform between the purchaser and third countries President of the Council of Ministers of 30 procedures and deadlines envisaged by the President of the Council of Ministers of that do not recognise principles of democracy November 2012, (“DPCM No. 253/2012”), Law Decree No. 21/2012 and by Presidential the same. Following such notifi cation, the or the rule of law, or do not honour rules of subsequently repealed and replaced by Decree No. 35 of 19 February2014 (“DPR No. Italian State may impose specifi c conditions in international law or have engaged in conduct Decree No. 108 of the President of the Council 35/2014”). accordance with Article 1, paragraph 1, letter threatening to the international community of Ministers of 6 June 2014, (“DPCM No. More specifi cally, the President of the Council a) of Law Decree No. 21/2012 (see the above inferable from the nature of their alliances, or 108/2014”). of Ministers must notify his veto (if any) no letter a) of paragraph 1.4 above) or oppose the that have dealings with criminal or terrorist later than fi fteen business days from the acquisition of the shareholding in accordance organisations or with persons or entities related 1.4.1 The Italian State’s veto power over abovementioned notifi cation, and this term with Article 1, paragraph 1, letter c), of Law to such organisations. certain corporate resolutions may be extended by an additional ten business Decree No. 21/2012 (see letter c) of paragraph As described above, the Italian State has days if a request for additional information 1.4 above), if it considers that the State’s key Under Article 1, paragraph 5 of Law Decree veto powers over resolutions adopted by the is made. If there is no veto by the time this national defence and national security interests No. 21/2012, decisions involving the possible Fincantieri Shareholders’ Meeting or Board deadline expires, the transaction may be are adversely aff ected as a result of such imposition of conditions or the exercise of the of Directors, in the areas referred to in Article implemented (silence implying consent).This acquisition. power of opposition are taken by the President 1, paragraph 1, letter b) of Law Decree No. veto power may also take the form of specifi c Pursuant to Article 1, paragraph 3, of Law of the Council and notifi ed to the purchaser in 21/2012 (see letter b) of paragraph 1.4 above. requirements or conditions being imposed, Decree No. 21/2012, to assess the likelihood accordance with the procedures and deadlines The Italian government, in assessing the provided this can ensure that the country’s that the State’s key national defence and envisaged by Law Decree No. 21/2012 and possibility that key defence and national key defence and national security interests are national security interests will be adversely Presidential Decree No. 35/2014. security interests could be adversely aff ected safeguarded. aff ected as a result of the acquisition of the More specifi cally, no later than fi fteen business as a result of such resolutions, under Article Resolutions or acts adopted in breach of the shareholding, the Government will take into days from the notifi cation (which may be 1, paragraph 2, of Law Decree No. 21/2012, abovementioned veto power shall be null and account the following - based on principles extended by an additional ten business days takes into account - while also considering void. The Government may also order the of proportionality and reasonableness and if a request for further information is made), the resolution’s subject matter - the strategic company and any counterparty to restore the considering the purchaser’s potential infl uence the President of the Council of Ministers shall importance of the assets or enterprises status quo ante at their expense. over the Company, also by virtue of the size of communicate the imposition of conditions or the being transferred, the ability of the structure Law Decree No. 21/2012, unless the fact the shareholding acquired: exercise of the power of opposition. that results from the resolution or from the constitutes an off ence, imposes fi nes if Up to the expiry of the deadline for the imposition transaction to guarantee the integrity of the these provisions as well as the reporting a) the adequacy (also considering the manner of conditions or for the exercise of the power of national defence and national security system, requirements are infringed, up to twice the in which the acquisition is fi nanced) of the opposition, voting rights and rights unrelated the security of military defence information, the value of the operation but no less than 1% purchaser’s economic, fi nancial, technical and to economic rights associated with the shares State’s international interests, the protection of the enterprises’ cumulative turnover in organisational capabilities and of the industrial representing the relevant shareholding, are of the national territory, critical and strategic the most recent fi nancial year for which the plan, related to the regular continuance suspended. infrastructures and borders, as well as any fi nancial statements were approved. of operations, to ensure the maintenance If the President of the Council of Ministers other elements that need to be evaluated in the of technological assets, including key exercises the power to impose conditions, and if event that equity interests are purchased in the 1.4.2 Power of the Italian State to impose strategic assets, the security and continuity the conditions imposed upon the purchaser are situations referred to in paragraph 1.4.2. below. conditions or to oppose the purchase of of procurements, as well as the prompt infringed or not complied with (and for as long In accordance with the provisions of Article shares in the Company implementation of contractual obligations as any such infringement or non-compliance 1, paragraph 4, of Law Decree No. 21/2012, Under Article 1, paragraph 5, of Law Decree that the company, whose shareholding is continues), the voting rights and rights, unrelated for the purposes of the potential exercise of No. 21/2012, any person - except for the Italian being acquired, entered into with public and to the economic rights associated with the shares the veto power, Fincantieri shall provide the State, Italian public entities or entities controlled government entities, whether directly or representing the relevant shareholding, are President of the Council of Ministers with by them - that acquires a shareholding in the indirectly, specifi cally in relation to obligations suspended. complete information on the resolution or act Company that exceeds the threshold provided associated with national defence, public order Any resolutions that are adopted with the to be adopted - prior to adopting a resolution under Article 120, paragraph 2, of the Italian and national security; and casting vote of such shares or quotas, as well as

14 15 FINCANTIERI FINCANTIERI

resolutions, agreements or actions adopted this may in specifi c circumstances lead to the were issued with the same characteristics as 1.7 Authorisations to increase the share in breach of the conditions imposed, shall be State imposing conditions on or opposing the the outstanding ordinary shares to service capital and to issue equity securities or null and void. A purchaser failing to honour the acquisition of corporate shareholdings in the the fi rst cycle of the “Performance Share Plan purchase treasury shares conditions imposed will - unless the relevant Company by third parties. 2016-2018”. The plans do not limit the exercise As of the date of this report, the Board of conduct constitutes a criminal off ence - be Moreover, note that under Article 3, paragraph of voting rights for shares granted. Directors has not been granted any powers to fi ned an amount equal to twice the value of the 1, of Law Decree No. 21/2012, subject to the For further information on these plans, increase the share capital, pursuant to Article transaction, but no less than 1% of the turnover power to oppose the acquisition (referred to in please refer to the Information Documents 2443 of the Italian Civil Code. generated in the most recent fi nancial year for Article 1, paragraph 1, letter c) of Law Decree prepared under Article 114-bis of the Italian On 19 May 2017, the extraordinary Shareholders’ which the fi nancial statements were approved. No. 21/2012), any type of acquisition by a Consolidated Law on Finance (TUF) and Meeting resolved to issue in several tranches Unless the fact constitutes a crime, and non-EU5 party of shareholdings in Fincantieri Article 84-bis of the Issuers’ Regulations, no later than the deadline of 31 December without prejudice to the invalidity provided is permitted on condition of reciprocity, in available on the Company’s Internet website at 2021 up to 50,000,000 ordinary shares, for by law, anyone who fails to comply with accordance with international agreements www.fi ncantieri.com, in the Section relating to without nominal value and having the same the notifi cation obligations set out in Article signed by Italy or the European Union. Shareholders’ Meetings (“Ethics & Governance characteristics as the outstanding ordinary 1 of Decree Law No. 21/2012 shall be fi ned of - Shareholders’ Meetings - Shareholders’ shares, to service the “Performance Share Plan up to twice the value of the transaction and, 1.5 Employee shareholdings: mechanisms for Meeting Archive - Shareholders’ Meeting 2017” 2016-2018”, to be granted free of charge, in in any case, not less than 1% of the cumulative exercising voting rights and “Ethics and Governance - Shareholders’ accordance with Article 2349 of the Italian Civil turnover generated by the companies involved Under Article 137, paragraph 3 of the Italian Meetings - Archive - Shareholders’ Meeting Code, to the benefi ciaries of the plan, without in the last fi nancial year for which the fi nancial Consolidated Law on Finance (TUF), the 2018”). increasing the share capital. Similar approval statements were approved. By-laws of listed companies may contain for the issue, also in several tranches, within If the power to oppose the shareholder’s provisions aimed to facilitate proxy voting by 1.6 Appointment and replacement 31 December 2024, of maximum amount of acquisition is exercised, the purchaser may Shareholders who are employees. of Directors and amendments to the 25,000,000 new ordinary shares to service not exercise voting rights or rights other than In line with the foregoing, expressly under Company’s By-laws the “Performance Share Plan 2019-2021” was the property rights, related to the shares Article 15.3 of Fincantieri’s By-laws, to facilitate The laws and regulations and provisions of resolved by the extraordinary Shareholders’ representing the shareholding in question, and collecting proxies from Shareholders who the By-laws that govern the appointment and Meeting of 11 May 2018. will be obligated to transfer such shares within are employees of the Company and its replacement of the Company’s Directors are On 27 June 2019, the Board of Directors one year. If this requirement is infringed, the subsidiaries and members of associations of described in paragraph 2.2.4 of this Report. executed the powers granted by the Court, at the request of the President of the Shareholders who satisfy the requirements of Amendments to the By-laws are adopted Extraordinary Shareholders’ Meeting of 19 May Council of Ministers, will order the shareholding applicable regulatory provisions, spaces to be by the extraordinary Shareholders’ Meeting, 2017, resolving to issue 7,532,290 ordinary in question to be sold in accordance with the used for communications and for collecting observing the quorums envisaged by shares with no par value, having the same procedures envisaged by Article 2359-ter proxies should be made available to such applicable rules. characteristics as the outstanding ordinary of the Italian Civil Code. Any Shareholders’ associations of shareholders, according to the Subject to the foregoing, Article 25.3 of the shares, to service the “Performance Share Plan Meeting resolutions adopted with the casting terms and procedures agreed at any time with By-laws empowers the Board of Directors, 2016-2018”, to be allocated free of charge to the vote of such shares shall be null and void. their legal representatives. under Article 2365 of the Italian Civil Code: benefi ciaries of the same without share capital Therefore, without prejudice to the mandatory As of the date of this Report, the Company increase under Article 2349 of the Italian Civil ceilings on shareholdings envisaged by Article has not been notifi ed of the establishment of • to adopt resolutions relating to mergers and Code according to the terms and conditions set 6-bis of the Company’s By-laws (see paragraph any association of employee Shareholders. de-mergers in the cases envisaged by law; out therein. 1.3 above), any party - with the exception of In relation to employee-held shareholdings, • to establish or close sub-offi ces; During the 2018 fi nancial year, the purchase of the Italian State, Italian public entities or entities note that the Shareholders’ Meetings of 19 • to indicate which Directors are authorised treasury shares was approved in accordance controlled by them - acquiring shareholdings May 2017 and 11 May 2018 approved share to represent the Company; with Article 2357 of the Italian Civil Code that exceed the thresholds provided for by incentive plans called “Performance Share • to reduce the share capital in the event that by virtue of the resolutions of the ordinary Article 1, paragraph 5, of Law Decree No. Plan 2016-2018” and “Performance Share Plan one or more shareholders withdraw from the Shareholders’ Meeting of 19 May 2017 and the 21/2012, will be subject to the procedure of 2019-2021”, respectively, which provide for the Company; ordinary Shareholders’ Meeting of 11 May 2018 notifi cation to the President of the Council free allocation of Company shares to certain • to adjust the By-laws to ensure compliance (the latter subject to cancellation of the previous of Ministers to enable the Italian State to categories of employees. On 30 July 2019, with applicable regulatory provisions; and approval). For further information, please exercise its special powers if necessary, and 7,532,290 ordinary shares with no par value • to transfer the registered offi ce within Italy. refer to the Explanatory Report of the Board

5 Pursuant to Article 2, paragraph 5, last sentence, of Law Decree No. 21/2012, “non-EU party” means “any natural or legal person or entity that does not have its residence, habitual domicile, registered offi ce, administrative offi ce or main centre of business operations in a Member State of the European Union or of the European Economic Area or that is not based there”.

16 17 FINCANTIERI FINCANTIERI

of Directors, available on the Company’s capital requirements that may arise in the last such event, Fincantieri would be obligated Kingdom or another foreign government agency Internet website at www.fi ncantieri.com, in the months of constructing 6287 cruise ship for to repay all amounts disbursed in advance, approved by the lending bank (“Qualifi ed non- section “Ethics & Governance - Shareholders’ the shipowner VC SHIP ONE LIMITED worth including interest accrued up to that time Italian Owner”), provided that the fi nancial and Meetings - Shareholders’ Meeting Archive - EUR 655 million and scheduled for delivery and any other charges provided. operational strategic decisions are taken with Shareholders’ Meeting 2018”. on 15 February 2020. the consent of the Qualifi ed Italian Owner. The A similar authorisation was approved by Under this loan, the lenders are entitled, in B) BNP Paribas S.A. Receivables Purchase very broad scope of the clause is due to the fact the Ordinary Shareholders’ Meeting held the event of a change of control, to request Agreement that the agreement is a framework agreement, on 5 April 2019, subject to cancelling the the total prepayment of the loan amount On 18 November 2019, Fincantieri and BNP which does not have a pre-established expiry, authorisation issued by the Shareholders’ used. Paribas - Italian Branch - Milan and Intesa and to the impossibility of anticipating political Meeting of 2018, for the purposes, within The agreement defi nes change of control Sanpaolo S.p.A. entered into a Receivables agreements that could result in companies the limits and under the conditions, set out as an event or circumstance in which one or Purchase Agreement aimed at allowing the controlled by some western states entering in the Explanatory Report of the Board more parties other than the Italian Republic, assignment, subject to fi nal payment, of the Fincantieri’s capital. In these hypothetical of Directors available on the Company’s its Ministries and/or entities or companies fl ows to Fincantieri arising from cruise ship situations, the above agreements may be put in Internet website at www.fi ncantieri.com, that are directly or indirectly controlled by construction agreements. place without the lender being able to request in the section “Ethics & Governance - the Italian Republic or its Ministries, have the The uncommitted agreement provides for a the mandatory prepayment of the loan. Shareholders’ Meetings - Shareholders’ power to (a) exercise or control the exercise maximum amount of EUR 300 million, divided In the event of a change in control there will be Meeting April 2019”. of more than half of the votes that can be equally between the two lending banks. a period of thirty days of consultation where Another authorisation will be submitted cast in Fincantieri’s ordinary Shareholders’ In the agreement, a change of control is defi ned the bank and Fincantieri may arrange for the to the Shareholders’ Meeting called to Meeting; or (b) appoint or remove (as a as the event or circumstance where one or continuation of the relationship. approve the 2019 fi nancial statements, result of exercising dominant infl uence more persons, other than the Italian Republic After thirty days without an agreement having subject to cancelling the authorisation under Article 2359, paragraph 1, points 2 (or a Ministry) and/or any other company been reached, the lending banks are entitled to issued by the 2019 Shareholders’ Meeting, and 3 of the Italian Civil Code or otherwise), directly or indirectly controlled thereby or by consider the agreement terminated, in which for the purposes, within the limits and under all or the majority of the members of its Ministries (“Qualifi ed Italian Owner”) acting case the line granted would be cancelled and the conditions, set out in the Explanatory Fincantieri’s Board of Directors; or (c) issue in concert with one another in the case of a Fincantieri would be required to repay any Report of the Board of Directors available binding instructions to Fincantieri’s Board corporation or a partnership, will hold: (i) the amounts disbursed in advance, including interest on the Company’s Internet website at of Directors with reference to guidelines power to (a) exercise or control the exercise on the last business day of the current month. www.fi ncantieri.com, in the “Ethics & with a fi nancial and operational direction. of more than half of the votes that could be On 21 June 2019, an agreement was signed Governance - Shareholders’ Meetings - As a precaution to take into account the cast at the Ordinary Shareholders’ Meeting between Fincantieri and Intesa Sanpaolo Shareholders’ Meeting 2020” section. potential developments of the prospective of Fincantieri or (b) appoint or remove (as a S.p.A., with Banca IMI as agent and lead The maximum number of treasury shares cooperation between Fincantieri and Naval result of the exercise of dominant infl uence arranger, aimed at enabling the fi nancing of the held by the Company at the end of the Group and between Italy and France in under Article 2359, paragraph 1, Nos. 2 and 3, construction through the sale of the fl ows to fi nancial year amounted to 7,226,303 equal the military shipbuilding sector, of which of the Italian Civil Code) all or a majority of the Fincantieri resulting from cruise ship construction to 0.42% of the share capital. Fincantieri has informed the market, it members of the Board of Directors of Fincantieri, agreements. has been provided that assuming powers or (c) issue binding instructions to the Board of The committed agreement provides for a 1.8 Change of control clauses under points (a), (b) and (c) by the French Directors of Fincantieri concerning guidelines maximum amount of EUR 500 million, and A) Construction Financing. Republic, its Ministries or entities directly with a fi nancial and operational direction; or (ii) expires on 31 December 2022. On 17 December 2018, a pool of banks or indirectly controlled by them will not exercise a dominant infl uence under Article 2359, This agreement entitled the lending bank, in the consisting of Intesa Sanpaolo S.p.A., Cassa amount to change of control. In the event paragraph 1, Nos. 2 and 3, of the Italian Civil Code event of a change of control, to request early Depositi e Prestiti S.p.A. and Unicredit S.p.A. that a change of control occurs, a period of on Fincantieri or on its parent company. repayment of the entire amount used with Banca IMI S.p.A. as agent, granted fi fteen business days for consultation has However, cases are not considered a change for the loan. Fincantieri a short-term, 17-month secured been provided during which the banks and of control where, as a result of reorganisation, The agreement defi nes change of control credit line, expiring on 15 May 2020, for a Fincantieri can agree on the continuation of Fincantieri becomes, directly or indirectly, jointly as an event or circumstance in which one or maximum amount of EUR 300 million, to be their relationship. If no agreement has been owned by a Qualifi ed Italian Owner and by a more parties other than the Italian Republic, used for work listed in the progress status reached within said fi fteen business days, the similar public body of Germany, France, Norway, its Ministries and/or entities or companies that reports and intended to fi nance the working banks are entitled to cancel the credit line. In Spain, the Netherlands, Finland and the United are directly or indirectly controlled by the Italian

18 19 FINCANTIERI FINCANTIERI

Republic or its Ministries, have the power to (a) one year (24 January 2021); These clauses are identical in all the above repay in advance all the amounts used, plus exercise or control the exercise of more than • RCF granted by Mediobanca – Banca di agreements and may be summarised as interest accrued and any other amounts half of the votes that can be cast in Fincantieri’s Credito Finanziario S.p.A., as of 14 February follows: due within the set time limit (from fi ve to ordinary Shareholders’ Meeting; or (b) appoint 2018, lasting 24 months (expiring on 14 A change of control is defi ned as the event thirty business days) with the consequent or remove (as a result of exercising dominant February 2020) for a maximum amount of or circumstance by virtue of which one or cancellation of the relevant credit line. infl uence under Article 2359, paragraph 1, points EUR 50 million; more entities, other than the Italian Republic 2 and 3 of the Italian Civil Code or otherwise), all • RCF granted by Banco BPM Milano S.p.A., or its Ministries and/or entities or companies D) Medium-long term loans and or the majority of the members of Fincantieri’s as of 26 February 2018, lasting 24 months directly or indirectly controlled by the same, Schuldschein loans Board of Directors; or (c) issue binding (expiring on 26 February 2020) for a or its Ministries acting in concert, succeed Among the medium/long-term loans instructions to Fincantieri’s Board of Directors maximum amount of EUR 100 million; on 28 in holding: (i) the power to (a) exercise or outstanding at 31 December 2019, the with reference to guidelines with a fi nancial and November 2018, with a deed of amendment, control the exercise of more than half of following agreements entered into with the operational direction. As a precaution to take the credit line was extended by one year (26 the votes that may be cast at Fincantieri’s Company are considered signifi cant: into account the potential developments of the February 2021); Ordinary Shareholders’ Meeting or (b) prospective cooperation between Fincantieri • RCF granted by Intesa Sanpaolo S.p.A. in a appoint or remove from offi ce (as a result • Bayerische LB - Munich on 31 July 2019 and Naval Group and between Italy and France pool with Cassa Depositi e Prestiti S.p.A., as of the exercise of dominant infl uence under lasting 3 years (expiring on 31 July 2022) for in the military shipbuilding sector, of which of 21 March 2018, lasting 24 months (expiring Article 2359, paragraph 1, Nos. 2 and 3, of EUR 50 million disbursed on 1 August 2019 Fincantieri has informed the market, it has been on 21 March 2020) for a maximum amount of the Italian Civil Code), all or a majority of and to be repaid in one instalment on the provided that assuming powers under points (a), EUR 200 million; the members of the Board of Directors of expiry date; (b) and (c) by the French Republic, its Ministries • RCF granted by Unicredit S.p.A. as of 17 Fincantieri or (c) issue binding instructions • Banca Nazionale del Lavoro S.p.A., as of or entities directly or indirectly controlled by April 2018 lasting 18 months (expiring on 17 to the Board of Directors of Fincantieri on 25 July 2018, lasting 5 years (expiring on 25 them will not amount to change of control. In the October 2019) for a maximum amount of EUR guidelines and on operational and fi nancial July 2023) for EUR 100 million disbursed event of a change of control, a period of fi fteen 50 million; on 25 January 2019, with a rider, the instructions; or (ii) the ability to exercise on 27 July 2018 and to be repaid in a single business days is provided for consultation during expiry date of the line was extended by one a dominant infl uence over Fincantieri or instalment on the expiry date; which the bank and Fincantieri may agree to year (17 October 2020); Fincantieri’s parent company under Article • Intesa Sanpaolo S.p.A., as of 30 July 2018, continue the arrangement. If no agreement has • RCF granted by Commerzbank A.G. - Milan 2359, paragraph 1, Nos. 2 and 3, of the Italian lasting 5 years (expiring on 30 July 2023) for been reached within fi fteen business days, the branch as of 17 May 2019 lasting 24 months Civil Code. EUR 100 million disbursed on 1 August 2018 bank will be entitled to cancel the line. In such (expiring on 17 May 2021) for a maximum As a precaution to take into account the and to be repaid in a single instalment on the event, Fincantieri would be obligated to repay all amount of EUR 50 million. potential developments of the prospective expiry date; amounts disbursed in advance, including interest cooperation between Fincantieri and Naval • BPER Banca S.p.A., as of 2 August 2018, accrued up to that time and any other charges Fincantieri took out these credit lines to meet Group and between Italy and France in lasting 5 years (expiring on 2 August 2023) provided. its general fi nancial needs, including those the military shipbuilding sector, of which for EUR 50 million disbursed upon entering related to carrying out its current activities. Fincantieri has informed the market, it has into the agreement; the agreement provides C) Revolving Credit Facilities. The lines may be used in one or more been provided that assuming powers under for a two-year pre-amortisation period The revolving credit facilities considered payments within the RCF’s validity period points (i) and (ii) by the French Republic, and constant capital repayments over the relevant at 31 December 2019 include the and each use may last, at Fincantieri’s its Ministries or entities directly or indirectly following 3 years in 6 six-monthly instalments; following committed revolving credit facilities choice, for one or more weeks or one or controlled by them will not amount to change • Bayerische Landesbank – Munich, as of 7 (“RCF”) that are current but not used by more months (up to six maximum). On the of control. September 2018, lasting 5 years (expiring Fincantieri: expiration of the chosen period, the amounts Also the change of control clause in these on 7 September 2023) for EUR 75 million used must be repaid together with the agreements provides for a period (from disbursed on 27 September 2018 and to be • RCF granted by Banca Nazionale del Lavoro interest accrued and they may be reused fi fteen to thirty business days) during which repaid in a single instalment on the expiry S.p.A. on 25 July 2018, with a duration of 18 again up to the fi nal expiry date. the parties may meet to discuss potentially date. months less one day (expiring on 24 January Change of control clauses are included in all adopting the contractual amendments 2020) for a maximum available amount of individual agreements that, where triggered, necessary to maintain the RCF. On 8 November 2018, two Schuldschein EUR 80 million; on 28 February 2019, with a could allow the fi nancing bank to terminate In case of failure to reach an agreement in loans were taken out with Bayerische rider, the expiry of the line was extended by the agreement and cancel the credit line. this regard, Fincantieri will be required to Landesbank as Arranger and Paying Agent.

20 21 FINCANTIERI FINCANTIERI

The fi rst loan is for EUR 29 million, lasting 3 the direct or indirect control (which is to be The agreement serves as a credit line and Hong Kong of CSSC - Fincantieri Cruise years (expiring on 15 November 2021) and the understood as control under Article 2359, indemnity document for all guarantees issued Industry Development Ltd. (the “JVPC ” ), second is for EUR 71 million, lasting 5 years paragraphs 1 and 2, of the Italian Civil Code) of by UniCredit and counter-guaranteed by SACE with Fincantieri (40%) and CSSC Cruise (expiring on 15 November 2023). Both loans Cassa Depositi e Prestiti S.p.A., this agreement for EUR 380 million (currently EUR 326 million), Technology Development Co. Ltd. (60%) as were disbursed on 15 November 2018 and will provides for the automatic obligation, no Intesa Sanpaolo for EUR 285 million (currently shareholders, for the design, development, be repaid in a single instalment at the respective later than 90 days of the eff ectiveness of the EUR 244.50 million) and Deutsche Bank for marketing and sale of cruise ships for the expiry dates. change in controlling capital, to (i) replace the EUR 95 million (currently EUR 81.50 million), Chinese market to be built at one of the Schuldschein loans are debt fi nancing guarantees and release the guarantor; or (ii) distributed in proportion to the value of the shipyards of CSSC Cruise Technology instruments that are privately placed by an provide a counter-guarantee for an amount same guarantees. Development Co. Ltd. (“CSSC”). arranger bank with professional investors. Unlike equal to the maximum amount issued by a Under this agreement, in the event of a On 17 July 2017, after meeting the relevant a normal syndicated loan, this type of fi nancing bank with a rating greater than or equal change of control, after a period of negotiation conditions precedent, the agreement is securitised in a note (the “schuldschein”) to A- if S&P or Fitch, or A3 if Moody’s. intended to maintain the arrangements became enforceable. which is then transferred to investors. unchanged, the banks are entitled to ask The agreement envisages a change of Both the medium and long-term loans and F) Facility Indemnity and Agreement First Bank Fincantieri within 30 days: (i) for the release control, in respect of which, in the event that the Schuldschein loans provide for change of of Abu Dhabi to issue guarantees from the commitment by cancelling the a transaction on Fincantieri’s shareholding control clauses which, if activated, could permit On 6 November 2012, a Guarantee Facility guarantees issued; or, if this is not possible results in a change of control in favour of the lender to cancel the relevant credit line and, Indemnity and Agreement was signed by (ii) for a counter-guarantee; or, if this is not a competitor that designs and develops or consequently, obtain prepayment of the amount Fincantieri and First Bank of Abu Dhabi (former possible (iii) for the availability of an escrow constructs cruise ships in Asia (as defi ned in disbursed within a specifi ed period (from ten National Bank of Abu Dhabi) to allow the issue deposit to cover the amounts still guaranteed. the agreement) (i) the other shareholder may to thirty days), plus interest accrued and any of the guarantees provided for in Fincantieri’s exercise the option to acquire the defaulting charges provided. commercial agreements, currently available for a H) BLB Uncommitted Bond Issuance Facility shareholder’s stake and require it to sell such These clauses are the same as those provided maximum value of EUR 9 million (currently fully Agreement stake, or (ii) the company will be wound up. for in the RCF; as a matter of fact, also in this utilised). Since this is an uncommitted credit line, On 18 December 2017, an Uncommitted A further consequence of the change of case a period is provided (from fi fteen to forty- there is no expiry date. Bond Issuance Facility Agreement was control will be to terminate (i) the Technology fi ve business days) during which the parties This agreement provides that if a change of signed between Fincantieri and Bayerische License and Consultancy Services can discuss assessing the possible adoption of control occurs, the banks will be able to request Landesbank to allow the issue of guarantees Agreement entered into by Fincantieri and contractual amendments necessary to maintain either: (i) within 90 days, the issuance of one or under Fincantieri’s commercial agreements JVPC, and (ii) the Technology Licence the loan. more counter-guarantees in its favour to cover for a maximum value of EUR 150 million and Consultancy Services Agreement and the amounts still due; (ii) an escrow deposit (currently used for EUR 36.42 million). Since the Supply Chain Management Services E) Indemnity documents to issue guarantees in favour of the bank to cover that part of the this is an uncommitted credit facility, there is Agreement entered into by Fincantieri and for Princess Enchantend - Hull 6275 commitment which has not been counter- no expiration date. Shanghai Waigaoqiao Shipbuilding Co. Ltd., On 11 November 2016, two indemnity guaranteed by means of collateral acceptable to In the event that a change of control occurs, the local shipbuilder previously chosen by documents were signed by Fincantieri for the the bank. the bank will be able to request: (i) the CSSC to construct the cruise ships covered benefi t of SWISS RE (which shares 50% of the cancellation of outstanding collateral; or if this by the joint venture. risk with CHUBB) to allow the guarantees to G) Guarantee Issuance and Indemnity is not possible (ii) the issuance of one or more be issued under the commercial agreement Agreement - Qatar counter-guarantees in favour of such bank to 1.9 Directors’ allowances for early cessation, for the “Princess Enchantend - Hull 6275” On 12 July 2017, a Guarantee Issuance and cover the outstanding commitment; or if this also following a public tender off er project, initially for a value of EUR 17.60 million Indemnity Agreement was signed by Fincantieri, is not possible (iii) the availability of an escrow For a description of the allowances and subsequently, with the progress of the UniCredit, SACE, Intesa Sanpaolo and Deutsche deposit to cover the amounts still guaranteed. provided in the event of early termination project, increased to a maximum present value Bank to allow the issue of the guarantees of the arrangement, refer to the information of EUR 142.43 million in 2019, with expiry on provided for in agreement N GHQ/3/CA/003/16 I) Establishment of the joint venture in provided in paragraphs 2.3.6 (Section I) and 14 November 2021 but which will be cancelled of 16 June 2016 between the Qatar Armed China - CSSC - Fincantieri Cruise Industry 5 (Section II) of the Report on the policy within two weeks of delivery of the ship Forces and Fincantieri for a maximum value of Development Ltd. regarding remuneration and fees paid scheduled for 15 June 2020. credit lines of EUR 1,140 million (currently EUR On 4 July 2016, a joint venture agreement approved by the Board of Directors on 24 Should Fincantieri cease to be subject to 978 million) expiring on 14 January 2025. was signed for the establishment in March 2020 pursuant to Article 123-ter of the

22 23 FINCANTIERI FINCANTIERI

Italian Consolidated Law on Finance (TUF) in the “Ethics & Governance” Section and in approval of the fi nancial statements and system described in paragraphs 2.2.4 and and available on the Company’s Internet the “Ethics and Governance - Shareholders’ allocation of profi ts; (ii) the appointment 2.4.2 below. website at www.fi ncantieri.com, Meetings 2020” Section. and remunerations of the corporate bodies; Article 29 of the By-laws requires specifi c (iii) the removal/dismissal of corporate majorities for related party transactions INFORMATION ON CORPORATE GOVERNANCE bodies and offi cers, and liability actions; (iv) where the Shareholders’ Meeting is called the appointment of the statutory auditor; to adopt resolutions (i) in urgent cases (v) the purchase of treasury shares; and (vi) associated with company crisis where the 2. Corporate governance system the approval of the Shareholders’ Meeting audit body forms a negative assessment as Regulations. to the presence of urgent conditions, (ii) if Fincantieri’s corporate governance is structured as follows: The extraordinary Shareholders’ Meeting the Related Party Transaction Committee resolves upon amendments to the By-laws (RPT Committee) forms a negative opinion and extraordinary transactions such as about the most signifi cant transactions SHAREHOLDERS’ MEETING mergers, demergers and capital increases, (defi nitions are given in paragraph 4.1 without prejudice to the Board of Directors’ below). In such cases, Shareholders’ Meeting remit on the matters indicated in paragraph resolutions are considered approved if (a) 1.6 above. the quora for valid meetings and for valid BOARD OF DIRECTORS Resolutions of the ordinary and resolutions under the By-laws have been extraordinary Shareholders’ Meeting in met, and (b) if the non-related shareholders CONTROL BOARD OF CHIEF EXECUTIVE CHAIRPERSON REMUNERATION NOMINATION SUSTAINABILITY SUPERVISORY (DIRECTOR IN CHARGE AND RISK AUDIT STATUTORY OFFICER OF THE ICRMS) COMMITTEE COMMITTEE COMMITTEE FIRM fi rst, second or third call, or in single call, attending the Shareholders’ Meeting AUDITORS BODY COMMITTEE are generally adopted in accordance with represent at least ten percent of the voting the majorities required by law in specifi c share capital and the majority of the non- cases. The corporate bodies and offi cers are related voting shareholders do not vote elected in accordance with the “slate voting” against the transaction.

GENERAL RISK HEAD OF MANAGER* OFFICER INTERNAL AUDITING

CHIEF FINANCIAL OFFICER IN OFFICER CHARGE

*On 22 January 2019 the Board of Directors, upon proposal of the Chief Executive Offi cer, appointed a second General Manager to support the General Manager already appointed on 26 September 2016, until 30 June 2019.

2.1 Shareholders’ Meeting adequate information on matters necessary The Shareholders’ Meeting is the corporate to enable them to take informed and body where Shareholders participate in the considered decisions. Company’s decisions on matters reserved to them by law and the By-laws. 2.1.1 Powers and quorum At the Shareholders’ Meeting called to The Shareholders’ Meeting resolves upon all approve the 2019 fi nancial statements, the matters reserved to it by law or the By-laws. Board of Directors will report on activities The Ordinary Shareholders’ Meeting is that were planned and implemented, and therefore competent to resolve upon the will ensure that the Shareholders are given following (among other things): (i) the

24 25 FINCANTIERI FINCANTIERI

2.1.2 Procedures for calling Shareholders’ by the intermediary on the basis of the by applicable regulatory provisions. In such Chairperson of the Board of Directors or, Meetings accounting records relating to the end of cases, the proxy will not be valid for agenda where the latter is absent or indisposed, by Ordinary and extraordinary Shareholders’ the accounting day of the seventh trading items for which no voting instructions were the Deputy Chairperson if appointed; if the Meetings are normally held on single day prior to the date scheduled for the given. latter is absent or indisposed, the meeting call, pursuant to Article 13.2 of the By- Company’s Shareholders’ Meeting (i.e., Pursuant to the By-laws, the call notice will be chaired by another person delegated laws. The Board of Directors may decide, “record date”). Credit or debit entries may also provide, on a case-by-case basis, by the Board of Directors. If this other however, that ordinary and/or extraordinary made on the intermediary’s accounts after that shareholders with voting rights may person is not present, the Shareholders’ Shareholders’ Meetings should be held in this seven-day deadline are not relevant (i) attend the Shareholders’ Meeting using Meeting will elect its own Chairperson. The more than one single call, if it considers this for purposes of eligibility to vote in the telecommunications means and exercise Shareholders’ Meeting appoints a Secretary, appropriate. Shareholders’ Meeting. the right to vote electronically; and/or (ii) who need not be a shareholder, and it The ordinary Shareholders’ Meeting must be The Company must receive the exercise the right to vote by correspondence may appoint one or more scrutineers from called at least once a year to approve the intermediary’s notifi cations by the applicable and/or electronically, in accordance with among the meeting’s attendees. fi nancial statements, and no later than one regulatory deadlines, without prejudice to applicable regulatory provisions. On 5 May 2014, the ordinary Shareholders’ hundred eighty days from the end of the the shareholder’s right to attend and vote Meeting of the Company approved the fi nancial year. in cases where the Company receives the 2.1.4 Shareholders’ rights Shareholders’ Meetings Regulations with The Shareholders’ Meeting is called notifi cations after the abovementioned Pursuant applicable regulatory provisions: eff ect from the start of trading of Fincantieri by means of a call notice drawn up in deadline, but before the start of the shares on the Electronic Stock Market accordance with the law and published at Shareholders’ Meeting thus convened. - shareholders who represent (individually or (MTA). least thirty days prior to the date scheduled Pursuant to Article 15 of the By-laws, collectively) at least one fortieth of the share These Regulations (among other for the Shareholders’ Meeting in the manner each Shareholder entitled to attend the capital may - no later than ten days from the things) regulate the procedures for provided for by current legislation6. The Shareholders’ Meeting may be represented date when the Shareholders’ Meeting call ascertaining shareholder eligibility to deadline is brought forward to forty days in by a proxy - given in written or electronic notice is published (except on matters which attend Shareholders’ Meetings, access the event of a Shareholders’ Meeting called form - under applicable regulatory the Shareholders’ Meeting decides based on to Shareholders’ Meeting venues, voting to appoint the corporate bodies. provisions. The Company may be notifi ed a proposal from Directors or based on plans procedures, the role of the Shareholders’ The Board of Directors – unless otherwise of the voting proxy by certifi ed electronic or reports prepared by them): (i) request Meeting Chairperson - who is also provided by law – releases a report on the mail or through the relevant section of its that specifi c items be added to the agenda, responsible for directing the meeting’s items on the Shareholders’ Meeting agenda, website, as specifi ed from at any time in the specifying the proposed additional items in proceedings, ensuring that fair procedures in accordance with the same procedures call notice. this request, and (ii) submit draft resolutions are followed for the meeting discussions and by the same deadline for publishing the Furthermore, to facilitate the process of on matters already on the agenda; and and for ensuring that attendees’ rights are notice of call. obtaining proxies from Shareholders who - shareholders with voting rights may ask respected. Accordingly, the Chairperson are employees of the Company and its questions on the items on the agenda even of the Shareholders’ Meeting - upon 2.1.3 Eligibility to attend Shareholders’ subsidiaries associated with associations of before the Shareholders’ Meeting, no later opening the meeting’s proceedings - sets Meetings and voting procedures Shareholders that satisfy the requirements than the deadline indicated in the call notice. the maximum duration of each attendee’s The right to attend Shareholders’ Meetings of applicable regulatory provisions, the Replies will be given to these questions contribution, which should not generally and the procedures for exercising voting By-laws provide that areas should be - at the latest - during the Shareholders’ exceed fi fteen minutes. A shareholder may rights are regulated by applicable legislative made available to such associations Meeting. request the Chair for permission to address and regulatory provisions. for communications purposes and for the meeting on specifi c agenda items, after More specifi cally, Article 83-sexies of collecting proxies, in accordance with the In any case, shareholders with voting rights the Shareholders’ Meeting has been validly the Italian Consolidated Law on Finance terms agreed at any time with their legal will also be entitled to submit questions or constituted but before the Chairperson has (TUF) states that eligibility to participate representatives. draft resolutions - individually or otherwise - actually opened discussions on each specifi c in Shareholders’ Meeting and to exercise The Company may also - for each during the Shareholders’ Meeting. agenda item. Each participant may make voting rights must be certifi ed by a qualifi ed Shareholders’ Meeting - appoint a person to only one contribution for each item on the intermediary, who notifi es the Company whom shareholders may grant proxies with 2.1.5 Shareholders’ Meeting Proceedings agenda. After discussions are closed, only of such eligibility on behalf of the eligible voting instructions in relation to all or some Pursuant to Article 16 the By-laws, the brief voting declarations are allowed. shareholder. This communication is made of the items on the agenda, as envisaged Shareholders’ Meeting is chaired by the The Chairperson and the Secretary draw

6 The call notice is published on the company website, and an abridged form thereof is published in at least one daily newspaper with national circulation, and also as required by applicable regulatory provisions.

26 27 FINCANTIERI FINCANTIERI

up and sign the minutes of Shareholders’ Arca Fondi S.G.R. S.p.A., manager of the In view of the fact that the abovementioned In accordance with applicable rules, Meetings. A Notary Public must draw up funds Arca Economia Reale Bilanciato Italia Shareholders’ Meeting set the number of Directors must satisfy the integrity the minutes of extraordinary Shareholders’ 30 and Arca Azioni Italia; Eurizon Capital SGR members of the Company’s Board of Directors requirements provided for by the Italian Meetings. S.p.A. fund manager Eurizon Progetto Italia at ten and in accordance with the provisions Consolidated Law on Finance (TUF) and by For further provisions contained in the 20, Eurizon Pir Italia 30, Eurizon Progetto of the By-laws, the seven members of slate associated implementing regulations, and Regulations for Shareholders’ Meetings, Italia 70, Eurizon Azioni Italia, Eurizon PIR number 3, the fi rst candidate of slate number also by any other regulatory provisions in refer to the full text of the same published Italia Azioni, Eurizon Azioni PMI Italia and 2 and the fi rst two candidates of slate number force applicable to the Company’s Directors. on the Company’s Internet website at www. Eurizon Progetto Italia 40; Eurizon Capital SA 1 were elected to the Board of Directors. Pursuant to Article 19.5 of the Company’s fi ncantieri.com, in the Section “Ethics & - Eurizon Fund - Equity Small Mid Cap Italy The Board of Directors therefore consists of By-laws, the failure to satisfy the Governance - Shareholders’Meetings - Tasks and and Eurizon Fund - Equity Italy; Fideuram ten members, two of whom (the CEO and the abovementioned requirements results in Regulations”. Asset Management (Ireland) - Fonditalia Chairperson of the Board of Directors) are ineligibility for offi ce or in the automatic Equity Italy; Fideuram Investimenti SGR S.p.A. executive Directors. forfeiture of offi ce; where a Director forfeits 2.2 Board of Directors fund manager: Fideuram Italia, PIR Piano The remaining Directors are non-executive; six their offi ce, they will not be entitled to Azioni Italia, PIR Piano Bilanciato Italia 50 and of these are independent pursuant to law and compensation for damages. 2.2.1 Composition of the Board PIR Piano Bilanciato Italia 30; Interfund Sicav the Corporate Governance Code9. Directors who during their term of offi ce no Pursuant Article 19 of the By-laws, the Board - Interfund Equity Italy; Mediolanum Gestione The Directors’ curricula vitae are attached to longer satisfy the abovementioned integrity of Directors has seven or more members, Fondi SGR S.p.A. fund manager: Mediolanum this Report, which detail the key personal and requirements shall immediately notify the up to a maximum of thirteen members, Flessibile Futuro Italia and Mediolanum professional information of the Directors from Board of Directors of this. appointed by the Shareholders’ Meeting in Flessibile Sviluppo Italia and Mediolanum which their competence and experience in Without prejudice to the foregoing, a accordance with the procedures described International Funds Limited - Challenge business management emerge (see Annex 1). Director will become ineligible for the in paragraph 2.2.4 below. The Shareholders’ Funds - Challenge Italian Equity, holders offi ce of Director with delegated powers, Meeting determines the number of Board of a total of 22,754,462 ordinary shares, 2.2.2 Professional qualifi cation and integrity or will automatically forfeit that offi ce for members from time to time, subject to the representing 1.34848% of Fincantieri’s share requirements and reasons for ineligibility cause if interim measures are imposed that abovementioned limits. capital. This slate was identifi ed with number and incompatibility of Directors prevent those delegated powers from being The acting Board of Directors, whose term of 1 and contained the following candidates: Pursuant to Article 19.4 of the By-laws, exercised, following proceedings under offi ce will expire at the meeting to approve Luca Errico, Elisabetta Oliveri, Danilo Vivarelli; Directors must be selected using criteria of Article 309 or Article 311, paragraph 2, of the fi nancial statements for the year ended • on 11 March 2019 the slate was fi led as professional qualifi cation and expertise, from the Italian Code of Criminal Procedure, or on 31 December 2021, consists of: Giampiero presented by Shareholder INARCASSA, among persons who have received a total of after the expiry of the deadline for bringing Massolo (Chairperson), Giuseppe Bono holder of 31,301,462 ordinary shares at least three years’ experience in: those proceedings, without entitlement to (CEO)7, Barbara Alemanni, Massimiliano representing 1.85% of Fincantieri’s share compensation for loss, and all associated Cesare, Luca Errico, Paola Muratorio, capital. This slate was identifi ed with number a) management or control activities, or delegated powers will be instantly revoked. Elisabetta Oliveri, Fabrizio Palermo, Federica 2 and contained the following candidates: management tasks in companies, or Where particular cases/facts fall within Santini and Federica Seganti. Paola Muratorio, Gianfranco Agostinetto, b) professional activities or academic the jurisdiction of foreign legal systems, The Board of Directors was appointed by Giuseppe Ferri; and positions in law, economics, fi nance or in the Board of Directors shall ascertain the the Ordinary Shareholders’ Meeting of the • on 11 March 2019 the slate was fi led as technical-scientifi c are as related to or useful existence of the situations described above Company on 5 April 2019, for the fi nancial presented by the Shareholder FINTECNA for business or corporate activities, or by conducting an assessment of substantial years 2019, 2020 and 2021. This appointment S.p.A., owner of 1,212,163,614 ordinary shares c) administrative/management/executive equivalence. complied with Article 19 of the Company’s representing 71.636% of the share capital roles in public or government administrations By-laws8. of Fincantieri. This slate was identifi ed with or entities operating in sectors related to the 2.2.3 The Board’s position on the maximum Three slates of candidates were submitted number 3 and contained the following Company’s sectors of activities, or in public number of offi ces Directors can hold in within the terms and in the manner candidates: Federica Seganti, Giampiero or government administrations or entities other companies prescribed by applicable regulations: Massolo, Giuseppe Bono, Fabrizio Palermo, operating in unrelated sectors on condition In line with provisions of the Corporate Massimiliano Cesare, Federica Santini, that the responsibilities in question involved Governance Code, on 19 December 2014 • On 8 March 2019, the slate was fi led as Barbara Alemanni. the management of economic-fi nancial the Board of Directors - on a proposal from presented by the following Shareholders: resources. the Nomination Committee - set out its

7 Mr Giuseppe Bono was appointed for the fi rst time as the Company’s CEO on 29 April 2002. 9 For a complete description of the characteristics of executive, non-executive and independent Directors, please refer to paragraphs 2.2.7, 2.2.8, 2.2.9 and 2.2.10 below. 8 For this appointment, the outgoing Board of Directors did not submit its own slate of candidates or give the Shareholders any guidelines on the composition of the incoming Board of Directors.

28 29 FINCANTIERI FINCANTIERI

position on the maximum number of offi ces 1) the acting CEO and the executive of directors or control bodies of other Directors in the management and audit/ as director or standing auditor compatible Directors (with specifi cally delegated companies referred to in letters a), b) and c) supervisory bodies of other companies that with the eff ective performance of a director’s management powers) of Fincantieri: (i) are above may not exceed 5. are relevant for calculating the number of duties, also taking into account the Directors’ not permitted in principle - unless the Board positions held in them is in line with the participation in Committees set up within the of Directors expressly decides otherwise In calculating the number of offi ces abovementioned approach. Board. and with reasons - to hold any offi ce as indicated in paragraphs 1) and 2) above, Information on the offi ces held by the On 28 January 2020, the Board of Directors Chief Executive Offi cer in the companies offi ces held in direct and/or indirect Directors of Fincantieri in the boards of of the Company, on the proposal of the indicated in letter a) above; (ii) are allowed subsidiaries or affi liates of Fincantieri are not directors and statutory auditors of other Nomination Committee, analysed the above a maximum of 3 offi ces as a Director taken into account. Moreover, if a Director companies that are relevant for calculating document and approved its updating. (executive with specifi c management or holds offi ces in several companies from the total number of positions held in them is In accordance with this position, Company non-executive) and/or Standing Auditor in the same group, only one appointment shown in the table attached to this Report. Directors may accept and continue to hold the companies indicated in letter a) above; within such group is taken into account for offi ce if they consider that they are able to and (iii) a maximum of 5 offi ces as Director the purpose of calculating the number of 2.2.4 Appointment and replacement of devote the necessary time to eff ectively (executive with specifi c management or offi ces. Directors perform their duties, taking into account the non-executive) and/or as Standing Auditor Without prejudice to the foregoing, the Directors are appointed by the ordinary number and nature of their positions in the in the companies indicated at letters b) and Board of Directors of the Company may Shareholders’ Meeting in accordance with management and supervisory/audit bodies c) above. If the above limit is reached, if the grant exceptions (including temporary ones) the procedures described below, for a term of other companies that are relevant for offi ces held also include that of Executive from the parameters specifi ed in points 1) not to exceed three fi nancial years, and calculating the total number of offi ces held in Director with specifi c management powers, and 2) above, based on the total number of they may be re-elected after their mandate them, and the commitment required of them the Board of Directors, considering the offi ces held by the relevant members on the expires. by the further professional activities carried content of the powers assigned, is called boards of directors and statutory auditors The appointment of Directors is regulated out and the membership positions held. upon to assess compliance with the of other companies that are relevant for by Article 19 of the By-laws, which provide a For these purposes, the companies that are principles under which the Directors of the calculating the total number of offi ces full description of the relevant provisions10. relevant for calculating the cumulation of Company accept the offi ce and retain it held in them. In granting such exemptions, offi ces held in them are: when they believe they can dedicate the the Board of Directors takes the following Slate voting necessary time to eff ectively perform their factors into consideration: (i) the specifi c The Board of Directors is appointed by the a) companies whose shares are listed duties, considering both the number and characteristics of the offi ces held by the Shareholders’ Meeting on the basis of slates on regulated markets, including foreign nature of the offi ces held on the boards of person in question, also taking into account submitted by the Shareholders and by the markets; directors and statutory auditors of other the nature and size of the company in which Board of Directors and in accordance with b) Italian or foreign companies whose companies that are relevant for calculating such offi ces are held; (ii) the commitment applicable regulatory provisions on equal shares are listed on regulated markets and the total number of offi ces held in them, and demanded by any additional professional access to corporate bodies by the less operating predominantly in the insurance, the commitment required of them by the activities in which that person engages and represented gender (gender balance). banking, securities brokerage, asset further professional activities carried out by any offi ces in associations which they management or fi nancial sectors; and the membership positions held. hold; and (iii) the commitment demanded Entitlement to submit slates c) other Italian or foreign companies whose In any case, unless the Board of Directors from that person in the Board of Directors Each Shareholder may submit or contribute shares are not listed on regulated markets expressly decides otherwise, Fincantieri’s (particularly where a non-executive Director to the submission of only one slate. and which, while operating in sectors other CEO may not hold the offi ce of Director is involved who is not a member of any Shareholders are entitled to submit slates than those indicated in letter b) above, have in one of the companies indicated in letter Committee). only if they represent - individually or assets in excess of EUR 1,000,000 and/or a) above which does not belong to the Based on the communications made by the collectively with other Shareholders - at revenues in excess of EUR 1,700,000 based Fincantieri Group and of which a Director of Directors to the Company - verifi ed by the least 1% of the share capital or such other on the latest approved fi nancial statements Fincantieri is Chief Executive Offi cer; Corporate Secretarial Staff of the Board of percentage, if lower, that is established by (i.e., companies of signifi cant size). 2) for Fincantieri’s Directors other than Directors and the Nomination Committee CONSOB in the CONSOB Regulation. the CEO and Executive Directors (with and submitted to the Board of Statutory Ownership of the minimum shareholding More specifi cally, the Board’s policy provides specifi cally delegated management powers), Auditors on 28 January 2020 - the number required to submit slates must be proven in as follows: the number of offi ces held on the boards of offi ces currently held by Fincantieri’s accordance with the procedures and by the

10 The By-laws are available on the Company’s Internet website at http://www.fi ncantieri.com/”www.fi ncantieri.com, in the section “Ethics & Governance - Corporate Governance System”.

30 31 FINCANTIERI FINCANTIERI

deadline laid down by regulatory provisions Appointment procedures candidate from the slate that has obtained the Shareholders’ Meeting (subject to the applicable from time to time. Directors are elected as follows: the highest number of votes. In the event legally-required quorums) from among all Candidate slates may also be submitted by of a tie in slate votes and in circumstances of the candidates who obtained the same the outgoing Board of Directors. a) the following are taken from the slate where the ratios are tied, the Shareholders’ ratio from slates that elected the same Each person with voting rights may only that obtains the majority of votes, in the Meeting will vote again - subject to legally number of Directors and obtained the same vote for one slate. sequential order in which they are listed on applicable majorities - from among number of votes; that slate: candidates who attained the same ratio d) if the application of the procedure Composition and fi ling of slates from the slates that elected the same described in letters a) and b) above fails Each candidate may appear on only one • two-thirds of the Directors, with fractions number of Directors (or no Director) and to ensure compliance with applicable slate under penalty of ineligibility. being rounded down to the next lower obtained the same number of votes; rules on gender balance, the ratio of votes Candidates must be listed in sequential integer, where the Board consists of 9 c) if, following the application of this to be assigned to each candidate drawn order in the slates. members at most; procedure, the minimum number of from the slates comprised of at least three Each slate must include at least two • 7 Directors, if the Board consists of 10 members; independent Directors required by candidates is calculated by dividing the candidates who satisfy legally-required • 8 Directors, if the Board consists of 11 members; applicable rules has not been elected (see number of votes obtained from each slate independence criteria, and must specify the • 9 Directors, if the Board consists of 12 members; paragraph 2.2.10 below), the ratio of votes by the ranking number of each of these names of those candidates and indicate one and attributable to each candidate drawn candidates, thus forming a single ranking in of the candidates in the fi rst position on the • 10 Directors, if the Board consists of 13 from the slates is calculated by dividing descending order; candidates of the better slate. members; the number of votes obtained from each represented gender who have the lowest Furthermore, slates that present three or slate by the ranking number of each of the ratios among the candidates taken from the more candidates must include candidates b) the remaining Directors are drawn candidates, thus forming a single ranking above mentioned slates are replaced - until of diff erent genders, as detailed in the from the other slates (subject to in descending order; candidates who the number of Directors is achieved that Shareholders’ Meeting call notice, thus applicable regulations protecting minority do not satisfy applicable independence ensures compliance with applicable gender ensuring that the composition of the Board shareholders), which are not associated in requirements and who obtain the lowest balance rules and subject to the minimum of Directors is compliant with the applicable any way, even indirectly, with shareholders ratios among the candidates taken from all required number of independent Directors laws on gender equality. who submitted or voted for the slate that of the slates will be replaced - beginning - by the candidate of the less represented The slates must be fi led with at the obtained the highest number of votes. from the last and until the minimum gender who is (as relevant) indicated (with Company’s headquarters in accordance with Accordingly, the votes obtained from these number of independent Directors required the next lowest slate ranking number) on the deadlines and procedures envisaged slates are subsequently divided by one, under applicable rules has been reached the same slate as the candidate who is by applicable rules (i.e. at least twenty-fi ve two or three, depending upon the number - by independent candidates indicated on replaced. days prior to the date of the Shareholders’ of Directors to be elected. The ratios thus the same slate as the replaced candidate If candidates on more than one of the Meeting called to appoint the Board of obtained are assigned in sequential order (following the order in which they are abovementioned slates have achieved the Directors). to the candidates of each of these slates, in indicated) or by persons who satisfy the same ratio, the candidate to be replaced The fi ling of each slate must include the order respectively envisaged by each. relevant independence criteria and who is the candidate from the slate from which the fi ling of the professional curricula of The ratios thus assigned to the candidates are appointed in accordance with the the highest number of Directors has been the candidates and the declarations in on the various slates are then arranged in a procedure referred to in letter e) of Article drawn or, if the same number of Directors which they accept their candidature and single descending ranking. Candidates who 19.8 of the By-laws. are elected, the candidate from the slate certify, under their own responsibility, that obtain the highest ratios are elected. If candidates on diff erent slates achieve the that has obtained the lowest number of there are no grounds for ineligibility and Where more than one candidate has same ratio, the candidate to be replaced votes or, in the event of a tie, the candidate incompatibility, and that they meet the obtained the same ratio, the candidate is the candidate from the slate from which who obtains fewer votes in a special vote of requirements of good repute provided elected will be the candidate from the slate the highest number of Directors has been the Shareholders’ Meeting (subject to the for by current legislation and the By- that has not yet elected a Director or that drawn or, if the same number of Directors legally required quorums) from among all laws (see paragraph 2.2.2 above) and the has elected the lesser number of Directors. are elected, the candidate from the slate of the candidates who obtained the same requirements of independence established If none of these slates has elected a Director that has obtained the lowest number of ratio from slates that elected the same by law and/or the Corporate Governance or if all have elected the same number of votes or, in the event of a tie, the candidate number of Directors and obtained the same Code (see paragraph 2.2.10 below). Directors, the candidate elected will be the who obtains fewer votes in a special vote of number of votes.

32 33 FINCANTIERI FINCANTIERI

The slate voting procedure described with the Corporate Governance Code’s approval of periodic reports; duties, powers and remunerations; it may above applies only where the entire Board recommendations: − establishes guidelines for the internal also revoke this appointment if necessary; of Directors is appointed. control and risk management system − approves the Organisation, Management Directors who, for any reason, are • may delegate all or some of its powers - (ICRMS), subject to the opinion of the and Control Model under Legislative not appointed in accordance with the except those that cannot be delegated by Control and Risk Committee; Decree No. 231 of 8 June 2001 (“Legislative above procedure are appointed by the law - to one or more of its members and/or − appoints the Head of Internal Auditing, Decree No. 231/2001”); Shareholders’ Meeting subject to the to an executive committee; ensuring that he/she has adequate − determines the composition of statutory majorities, thus ensuring that the • appoints a Secretary of the Board of resources to fulfi l his or her responsibilities, the Supervisory Body and appoint Board’s composition complies with law and Directors, who need not be a company determining his/her remunerations in line its members and determine their with the By-laws, and with applicable rules member; with Company policy - on a proposal of the remunerations, on a proposal from the on gender balance. • defi nes the Company’s strategic and Director in charge of the ICRMS, and after CEO; organisational lines by approving industrial having received approval from the Control Replacement plans and annual budgets, and determines and Risk Committee and consulted with • determines the remunerations policy for If one or more Directors should cease from the nature and level of risk compatible the Board of Statutory Auditors; Directors, General Manager, Executives with offi ce or become available during the year, with the objectives of those strategic − assesses annually - subject to the Control Strategic Responsibilities and for the other due to resignation or for any other reason, and organisational lines, including in its and Risk Committee’s opinion - the extent Key Executives, on a proposal from the the procedure detailed in Article 2386 of assessments all risks which may prove to which the ICRMS is adequate to the Remuneration Committee; the Italian Civil Code shall be applicable. signifi cant in the context of medium to long nature and risk profi le of the Company, and • assesses whether or not to adopt a plan In any case, the Board of Directors must term sustainability; also to assess its eff ectiveness; for the succession of executive Directors; have the legally required minimum number • convenes ordinary and extraordinary − approves annually the work program • on the proposal of the Nomination of independent Directors, and the rules Shareholders’ Meetings in compliance with prepared by the Head of Internal Auditing, Committee, expresses its position on the relating to gender balance and protection the procedures and deadlines envisaged by after consulting with the Control and maximum number of offi ces as director of minorities must be complied with. applicable regulatory provisions, ensuring Risk Committee and with the Board of or statutory auditor in companies that If the majority of Directors should cease that the Shareholders are provided with Statutory Auditors, and with the Director in are relevant for calculating the number of from offi ce due to resignation or for any detailed knowledge and information that charge of the ICRMS; offi ces held in them that can be considered other reason, the entire Board shall cease enables them to adequately participate in − describes the key characteristics of the compatible with eff ectively performing the to hold offi ce and the Shareholders’ such meetings; ICRMS and the coordination procedures offi ce of Director of the Company; Meeting shall be called to reconstitute the • establishes Committees within the Board for the persons involved, in the Report, • approves the sustainability model, the Board in accordance with the procedures of Directors with powers of consultation after having received the opinion of the sustainability charter and the sustainability envisaged by Article 2386 of the Italian and powers to propose draft resolutions, as Control and Risk Committee, giving an plan of the Company after consulting the Civil Code. recommended by the Corporate Governance assessment of its adequacy; Sustainability Committee, and approves the Code, appointing its members and − assesses the results presented by Sustainability Budget published each year 2.2.5 Tasks of the Board determining their duties and the associated the independent auditor in the letter of subject to the Sustainability Committee’s The Board of Directors is the key body operational rules and, as relevant, approving suggestions, if any, and in the report on investigations; of the Company’s corporate governance associated remunerations and budgets; key issues arising during the audit, subject • adopts company procedures for the system, as it has the broadest powers of • as to internal control and risk management: to the Control and Risk Committee’s internal management and outbound ordinary and extraordinary administration opinion and after having consulted with communication of information on the thereof, and these extend to determining − appoints from within it one or more the Board of Statutory Auditors; Company, particularly with reference to the Company’s and the Group’s strategic, Directors to set up and maintain an − appoints the Offi cer in Charge, after inside information; organisational and control policies. eff ective ICRMS, as well as a Control and having received the mandatory opinion • determines rules that ensure the More specifi cally, the Board of Directors - Risk Committee tasked with supporting of the Board of Statutory Auditors, transparency and substantive and in accordance with applicable provisions (by adequate investigative proposition such appointment to last at least for the procedural propriety of related party of law, of the By-laws and of its own and consultation activities) the Board of duration of the Board’s term of offi ce transactions; resolutions (most recently, the resolution Directors in its assessments and decisions and for no more than six fi nancial years, • has reserved for itself responsibilities in adopted on 5 April 2019) and in accordance related to the ICRMS and related to the determining the term of offi ce and the the following areas:

34 35 FINCANTIERI FINCANTIERI

− engaging in strategically relevant independence and integrity requirements Fincantieri’s current shareholding structure with the Director in charge of the ICRMS, agreements; applicable to members of the Board of and the circumstance that, under the law approved the annual Audit plan for 2019 − incorporating companies, associations Directors were duly satisfi ed, and that and the By-laws, Directors and Statutory prepared by the Head of Internal Auditing; or entities and purchasing and selling there was no basis for their incompatibility, Auditors are appointed on the basis of slates • after receiving the Control and Risk shareholdings, enterprises or business ineligibility or lapse; submitted by Shareholders and voted at the Committee’s views, approved the units; • after investigation by the Nomination Shareholders’ Meeting, and considering the impairment tests applied to shareholders’ − drawing up, amending and cancelling Committee, verifi ed that the number of experience gained during past nominations equity and goodwill on 31 December 2018, binding letters of intent or agreements offi ces held by the Directors and Statutory and according to the assessments of the and related results; (if not already included in those letters of Auditors was in line with the guidelines on Board of Directors of previous years, there • after investigation by the Control and intent) for the supply of goods or services the maximum number of offi ces as director appears to be no need to adopt a succession Risk Committee, assessed the adequacy by the Company for amounts in excess of or statutory auditor that can be considered plan for executive directors and a diversity of the organisational, administrative and EUR 500 million per agreement; compatible with eff ectively performing the policy for the composition of management accounting structure of the Company and its − purchasing, exchanging and selling real offi ce of Director of the Company, adopted and supervisory bodies. With regard to the main subsidiaries, verifying that the Offi cer estate, establishing other in rem rights and by the Board of Directors on 19 December latter, it has been noted that the composition in Charge has adequate powers and means leases exceeding 9 years for amounts in 2014; of Fincantieri’s Board of Directors, which to perform the tasks assigned to him/her excess of EUR 40 million; • after investigation by the Nomination refl ects the presence of a controlling and supervising his/her eff ective compliance − engaging in medium/long-term lending/ Committee, examined the recommendations shareholder, already integrates diff erent with administrative and accounting borrowing transactions for amounts in contained in the annual report on profi les, ensuring that diff erent experiences procedures; excess of EUR 500 million per transaction; the implementation by the issuers of and skills complement each other, together • approved the notice of call of the − issuing sureties in excess of EUR 500 the Corporate Governance Code (the with diversity of gender and age groups of Company’s Shareholders’ Meetings of 5 million per transaction, except in the case “CG Report”), drawn up by the Italian the Directors; April 2019 and 15 November 2019 and of emergency sureties issued by the Chief Corporate Governance Committee (the • after receiving the Control and Risk the explanatory reports of the Board of Executive Offi cer; “CG Committee”) and the cover letter Committee’s views, approved the updates to Directors on the items on the agenda; drafted by the Chairperson of the CG the 231 Organisation System; • examined the periodic reports of the • hiring, appointing and revoking the Committee and sent to the Chairpersons • after the Control and Risk Committee’s Control and Risk Committee; appointment of General Managers; of Italian listed companies on 21 December preliminary investigation, it examined the • after investigation by the Control and Risk • granting assignments for professional 2018. Specifi cally, the Board analysed in periodic report of the Head of Internal Committee, approved the draft fi nancial services for amounts in excess of EUR detail the most relevant points of the CG Auditing for 2018, which also contains an statements and consolidated fi nancial 100,000 (individually or collectively) in the Report and the improvements that the CG assessment of the suitability of the ICRMS; statements as at 31 December 2018; case of natural persons and EUR 500,000 in Committee expected, considering that also • after receiving the Control and Risk • after investigation by the Control and Risk the case of professional associations or legal in light of the results of self-assessment Committee’s views, considered the ICRMS Committee, approved the proposal for profi t persons, excluding assignments granted to: process by the Board of Directors and adequate with respect to the characteristics allocation as per the fi nancial statements as (i) natural persons enrolled in professional the Advisory Committees for 2018, the of the enterprise and the risk profi le at 31 December 2018; rolls or registers; (ii) professional Company is substantially compliant with undertaken; • approved the 2018 reporting package for associations between such natural persons; the issues pointed out in the CG Report • after having consulted with the Director Cassa Depositi e Prestiti S.p.A.; and (iii) legal persons of national and also in consideration of the constant in Charge of the ICRMS and received the • after receiving the Control and Risk international standing. implementation of improvements concerning Control and Risk Committee’s approval Committee’s views, acknowledged the tests the pre-board meeting documentation; and consulted with the Board of Statutory in accordance with Law No. 262/2005 and In compliance with the foregoing, the Board • examined the report on the Board of Auditors, ascertained that the Head of approved the relevant results; of Directors during the 2019 fi nancial year: Directors’ self-assessment for the 2018 Internal Auditing has adequate means • upon proposal of the Remuneration fi nancial year, prepared by the Nomination and resources to carry out the relevant Committee, approved the Remuneration • approved Fincantieri’s 2019 corporate Committee; responsibilities; Policy for the Directors, the General events calendar; • after receiving the Nomination • after receiving the Control and Risk Manager, Executives with Strategic • after investigation by the Nomination Committee’s opinions, confi rmed that, Committee’s views and after consultation Responsibilities and for the other Key Committee, ascertained that the considering the nature and composition of with the Board of Statutory Auditors and Executives for the 2019 fi nancial year, to

36 37 FINCANTIERI FINCANTIERI

be submitted for consultative vote by the on 19 December 2014; Meeting proxy of 19 May 2017, resolved to or statutory auditor that can be considered Shareholders’ Meeting convened to approve • appointed the Company’s Chief Executive issue 7,532,290 ordinary shares, with no par compatible to eff ectively perform the offi ce the 2018 fi nancial statements; Offi cer; value, having the same characteristics as of Director of the Company, adopted by the • based on a proposal from the • vested the Chairperson of the Board of the ordinary shares in circulation, to service Board of Directors on 19 December 2014; Remuneration Committee, approved the Directors and the Chief Executive Offi cer the incentive plan called “Performance • on the Nomination Committee’s proposal, Remuneration Report under Article 123-ter with delegated powers and other powers Share Plan 2016-2018”, to be allocated reviewed the guidelines concerning the of the Italian Consolidated Law on Finance and also passed resolutions on matters free of charge to the benefi ciaries of the maximum number of offi ces of director or (TUF); reserved for the exclusive remit of the Board same without increasing the share capital statutory auditor that may be considered • after investigation by the Sustainability of Directors; under Article 2349 of the Italian Civil Code compatible to eff ectively perform the offi ce Committee, approved the Sustainability • appointed the Advisory Committees according to the terms and conditions set of a Director of the Company, which was Report for 2018; with their members and Chairpersons, out therein; adopted by the Board of Directors on 19 • after consulting the Control and Risk determined their remuneration and amended • after investigation by the Remuneration December 2014, and approved its update; Committee, examined the ERM - Risk the relevant Regulations; Committee, approved the Regulations and • after investigation by the Sustainability Assessment Report as at 31 December 2018; • appointed the Director in charge of the the Company’s proposals regarding the Committee, approved the sustainability • examined the periodic report transmitted ICRMS; identifi cation of the benefi ciaries of the fi rst policies: (i) “Fincantieri Group initiatives for by the Supervisory Body; • appointed the Offi cer in Charge of cycle of the Performance Share Plan 2019- Communities and Territories”; (ii) “Supplier • after receiving the Control and Risk preparing the Company’s fi nancial 2021 and the allocation of rights to each of Code of Ethics”; (iii) “Human Rights - Committee’s views, approved the Corporate reports under Article 154-bis of the Italian them; Commitment to Respect for Human Rights Governance Report for 2018; Consolidated Law on Finance (TUF); • after receiving the Nomination and Diversity”; • ascertained that all Directors appointed by • appointed the Head of the Internal Committee’s views, resolved to entrust the • under Article 25.3 of the By-laws, approved the Shareholders’ Meeting called to approve Auditing Department; board evaluation process for 2019 to the the adjustment of the By-laws to the the fi nancial statements for the year ended • after receiving the Control and Risk Nomination Committee with the support of regulatory provisions introduced by Prime 31 December 2018 meet the requirements Committee’s views, approved the periodic the Corporate Secretarial Staff ; Ministerial Decree of 15 November 2019, of integrity, professionalism, competence fi nancial reports, positively acknowledging • after receiving the Sustainability which amended Prime Ministerial Decree and compatibility provided for by current the absence of observations and compliance Committee’s views, approved Fincantieri’s of 25 May 2012 on the “Criteria, conditions legislation and the By-laws; with the relevant legislation in drafting them; Materiality Matrix and Fincantieri’s Charter of and procedures for adopting the ownership • positively assessed that the Directors • based on a proposal from the Sustainability Commitments. unbundling model for SNAM S.p.A. under Barbara Alemanni, Massimiliano Cesare, Luca Remuneration Committee, reported the Article 15 of Law No. 27 of 24 March 2012,” Errico, Paola Muratorio, Elisabetta Oliveri and 2018 operating results related to the short- During the fi rst months of 2020, the Board referred to in Fincantieri’s By-laws; Federica Seganti meet the independence term variable incentive plan (“MBO”) of the of Directors: • after investigation by the Nomination requirements, as per the combined Chairperson and the CEO; Committee, examined the recommendations provisions of Article 147-ter, paragraph 4, • based on a proposal from the • approved the calendar of corporate events contained in the annual report on the and Article 148, paragraph 3, of the Italian Remuneration Committee, defi ned the for the year 2020; application of the Corporate Governance Consolidated Law on Finance (TUF) and 2019 MBO performance objectives of the • after investigation by the Nomination Code by issuers (the “Report”), prepared Article 3 of the Corporate Governance Code; Chairperson and the CEO; Committee, verifi ed the existence of by the Italian Corporate Governance • verifi ed that the number of offi ces • after receiving the Control and Risk the requirements of independence and Committee (the “CG Committee”) and in the held by the Directors appointed by the Committee’s views, acknowledged the tests integrity of the members of the Board cover letter prepared by the Chairperson of Shareholders’ Meeting called to approve in accordance with Law No. 262/2005 and of Directors and the absence of reasons the CG Committee on 19 December 2019. the fi nancial statements for the year ended approved the relevant results; for their incompatibility, ineligibility or Specifi cally, the Board analysed in detail on 31 December 2018 was in line with the • after investigation by the Remuneration disqualifi cation; the most important points of the Report guidelines on the maximum number of Committee, approved the Company’s • after investigation by the Nomination and the ideas for improvement counted on offi ces as director or statutory auditor that proposals on allocating the shares to Committee, verifi ed that the number of by the CG Committee, considering that the may be considered compatible to eff ectively the benefi ciaries of the fi rst cycle of the positions held by Directors and Statutory Company is substantially compliant with the perform the offi ce of Director of the Performance Share Plan 2016-2018; Auditors was in line with the guidelines on recommendations contained in the Report Company, adopted by the Board of Directors • in the performance of the Shareholders’ the maximum number of offi ces as director with margins for improvement in the fl ow of

38 39 FINCANTIERI FINCANTIERI

information to the Board of Directors that which also contained an assessment of the Directors, Statutory Auditors, the General of Directors in connection with the internal the Company is already implementing; adequacy of the internal control and risk Manager, Executives with Strategic control and risk management system • examined the report on the Board of management system; Responsibilities and other Key Executives for (ICRMS) are described in paragraph 3 below. Directors’ self-assessment for the 2019 • after receiving the Control and Risk 2020, to be submitted to the binding vote of fi nancial year, prepared by the Nomination Committee’s views, considered the ICRMS the Shareholders’ Meeting called to approve 2.2.6 Meetings and functioning of the Board Committee; adequate with respect to the characteristics the 2019 fi nancial statements; During 2019, the Board of Directors met 13 • after receiving the Nomination of the enterprise and the risk profi le • on the Remuneration Committee’s times, with an average duration of about 104 Committee’s views, confi rmed that there undertaken; proposal, approved the second section minutes and 88.6% of Directors attending. is no need to adopt a policy on diversity in • after receiving the Control and Risk of the Report on the policy regarding On average, 93.66% of the Independent relation to the composition of the Board of Committee’s views and after consultation remuneration and fees paid, pursuant to Directors attended the above meetings. Directors and Statutory Auditors, in view of with the Board of Statutory Auditors and Article 123-ter of the Italian Consolidated The meetings were regularly attended by the composition of the Board of Directors with the Director in charge of the ICRMS, Law on Finance (TUF), to be submitted to members of the Board of Statutory Auditors currently in offi ce, which can be considered approved the annual Audit plan for 2020 the non-binding vote of the Shareholders’ and also, at the Chairperson’s invitation, by to refl ect adequate diversifi cation in prepared by the Head of Internal Auditing; Meeting called to approve the 2019 fi nancial the heads of the corporate Departments terms of age, gender, educational and • after consultation with the Director in statements; whose purview extended from time to time professional background, and considering charge of the ICRMS, after receiving the • examined the periodic report transmitted to the individual items on the agenda. the Company’s lack of discretionary power Control and Risk Committee’s approval by the Supervisory Body; The Chairperson duly convened all of the in defi ning diversity policies, resulting from and after consultation with the Board of • received updates on the company’s meetings, generally with at least fi ve days’ the requirements for Directors and Statutory Statutory Auditors, ascertained that the situation in light of national and international notice. The Chairperson also guaranteed Auditors already established by current laws, Head of Internal Auditing has adequate events relating to the COVID-19 pandemic; that all Directors and Auditors would receive regulations and the By-laws, as well as the means and resources to carry out the • examined the periodic report of the any documents related to the items on the Corporate Governance Code; relevant responsibilities; Control and Risk Committee; agenda in good time, prior to each meeting • after receiving the Nomination • after receiving the Control and Risk • after receiving the Control and Risk and, where this was not possible, that an Committee’s views, to eff ectively ensure Committee’s views, acknowledged that Committee’s views, acknowledged the tests accurate and adequate in-depth analysis of the continuity of the Company’s ordinary there were no changes to the impairment in accordance with Law No. 262/2005 and the individual items on the agenda would be operations with adequate timeliness where test procedure approved by the Board of approved the relevant results; provided during the meetings. events that, during the course of his/her Directors at its meeting of 14 February 2019, • after investigation by the Control and Risk Twelve meetings have been scheduled for term of offi ce, prevent the Chief Executive which was then reconfi rmed and approved Committee, approved the draft fi nancial the 2020 fi nancial year at the date of this Offi cer from exercising his/her duties, the relevant results; statements and the consolidated fi nancial Report, fi ve of which have already been resolved, taking into account the Company’s • after investigation by the Control and statements as at 31 December 2019; held during the fi rst months of the year. governance structure, the recommendations Risk Committee, assessed the adequacy • after investigation by the Sustainability The tables attached to this Report indicate of the Corporate Governance Code and the of the organisational, administrative and Committee, approved the Sustainability the attendance record (as a percentage) of experience gained by other issuers, to launch accounting structure of the Company and its Report for the 2019; each Director at meetings of the Board of a task to establish an internal procedure main subsidiaries, verifying that the Offi cer • approved the 2019 reporting package for Directors and associated Committees. to deal with potential crisis management in Charge has adequate powers and means Cassa Depositi e Prestiti S.p.A.; During 2019 and the fi rst months of 2020, the situations; to perform the tasks assigned to him/her • after receiving the Control and Risk Company - through the Chairperson of the • after receiving the Control and Risk and supervising his/her eff ective compliance Committee’s views, approved the Corporate Board of Directors who played a coordinating Committee’s views, approved the updates to with administrative and accounting Governance Report for 2019; role - promoted Directors’ and Auditors’ the 231 Organisational System; procedures; • approved the notice of call for the participation in initiatives to develop • after receiving the Control and Risk • on the Remuneration Committee’s Company’s Shareholders’ Meeting of 9 June knowledge of Fincantieri’s sectors of activity Committee’s views, examined the ERM - Risk proposal, approved the fi rst section of the 2020 and the explanatory reports of the and its strategies, and to promote knowledge Assessment Report as at 31 December 2019; Report on the policy regarding remuneration Board of Directors for the discussion of the of topics related to the Company’s • after investigation by the Control and Risk and fees paid, pursuant to Article 123-ter items on its agenda. organisation and of the main elements of the Committee, examined the periodic report of the Italian Consolidated Law on Finance regulatory framework for listed companies of the Head of Internal Auditing for 2019, (TUF), on the Remuneration Policy for Further activities performed by the Board (known as board induction).

40 41 FINCANTIERI FINCANTIERI

Qualifi ed trainers in the abovementioned • supervising and coordinating the The CEO’s powers include the following (for shareholders’ meetings of the entities and sectors, including the Heads of the various development and management of the purposes of illustration only): companies themselves, exercising all other Departments, provided training programs Company’s security system aimed at rights relating to the shares themselves; supported by specifi c documentation safeguarding its tangible and intangible • to represent the Company as claimant and • to establish the organisation of the provided by Directors and Auditors. assets and resources, including the assets defendant before any administrative, tax Company after informing the Board of referred to in Articles 12 et seq. of Decree and judicial authority, to appoint attorneys Directors; 2.2.7 Chairperson of the Board of Directors of the President of the Council of Ministers and general representatives and special • to recruit, appoint and remove personnel The Chairperson is vested with all powers No. 4 of 22 July 2011 on the administrative attorneys ad litem; at all levels from their position including provided for by law and by the By-laws in protection of State secrecy and classifi ed • to represent the Company before public managers, but excluding General Managers; relation to the functioning of the corporate information and the management of and private, national and international to manage personnel at all levels without bodies (Shareholders’ Meeting and Board of relations in the area of industrial safety with bodies, entities and operators; limitation, also by changing the economic Directors) and with the legal representation the National Safety Authority. • to issue third parties - including state and regulatory conditions contained in of the Company, and also the power to verify The Board of Directors on 18 April 2019 administrations, banks and lending employment agreements and settling any that the Board of Directors’ resolutions are also vested the Chairperson with the role institutions - with guarantees for a maximum related disputes; implemented. of Director in charge of the ICRMS (see of EUR 500 million per transaction/operation • to grant work assignments amounting to, Moreover, on 5 April 2019, the Board of paragraph 3.2.1 below). as collateral for obligations undertaken individually or cumulatively, less than EUR Directors resolved to grant the following and to be undertaken towards any party, 100,000 in the case of natural persons and delegated powers to the Chairperson 2.2.8 CEO including by Fincantieri’s subsidiaries or any EUR 500,000 in the case of professional Giampiero Massolo, to be exercised in Without prejudice to the powers reserved to other company in which Fincantieri may associations or legal persons, without coordination with the CEO in order to the Board, the CEO - acting as the leading have an interest, according to terms and prejudice to the right to grant assignments ensure uniformity and eff ectiveness of the fi gure in the Company - has the power to conditions that may be sought and, in cases of an amount exceeding the above limits Company’s operations: legally represent the Company, within the of urgency, guarantees for over EUR 500 when granted to: (i) natural persons limits of the powers granted, and to manage million, subject to the duty to report same to registered in professional registers or lists, • representing the Company before the Company, on the basis of the guidelines the Directors at the next Board meeting; (ii) professional associations among such institutions, entities, national and formulated by the Board of Directors and • to enter into any lending/borrowing natural persons or (iii) legal persons of international organisations with a view in accordance with the information duties transaction for amounts not exceeding national or international importance. to promoting the Company’s image and under Article 2381 of the Italian Civil Code, EUR 500 million per transaction/operation, activities, subject to the CEO’s responsibility and is vested with the following tasks and including loans, undertaking the necessary The CEO may - in the context of the for the Company’s administration and delegated powers to be exercised by single commitments and implementing the abovementioned delegated powers - issue management; signature: necessary formalities; and revoke general and special powers of • cooperating with the Chief Executive • to enter into, amend and terminate any attorney for individual acts or transactions Offi cer to establish international strategies a) to submit to the Board of Directors the act, deed or agreement related to the or for categories of acts or transactions to/ and the Company’s internationalisation business plans and budgets in which the corporate purpose; also to establish, renew, from employees of the Company and to activities; Company’s strategic lines are defi ned; reduce, subordinate and cancel mortgages third parties, including those not intended to • cooperating with the Chief Executive b) to implement the resolutions of the and liens on ships or other products be temporary. Offi cer to establish the Company’s Corporate Bodies, carrying out the under construction or already built by the The CEO ensures that the Company’s communication strategies and activities and acts, including those of extraordinary Company including for third parties, settling organisational and accounting structure institutional relations; administration, resolved thereby; any disputes in which the Company may be is adequate to the nature and dimensions • supervising and coordinating the ICRMS c) to carry out all acts of ordinary and involved; of the Company, and this fi gure reports of the Company and its subsidiaries, the extraordinary administration of the • to represent the Company - also delegating at least on a quarterly basis to the continuous improvement of its eff ectiveness Company, except for acts that cannot others for this purpose - vis-à-vis the entities Board of Directors and to the Board of and effi ciency, and the implementation be delegated by law and those that are and companies in which Fincantieri holds Statutory Auditors on the Company’s of specifi c resolutions on internal control reserved exclusively to the Board of interests, quotas, shares, and participations operating performance, on its anticipated adopted by the Board of Directors, based on Directors. or that Fincantieri represents, and therefore development, on any signifi cant transactions a mandate from the Board; also at the ordinary and extraordinary and on the exercise of the delegated powers.

42 43 FINCANTIERI FINCANTIERI

2.2.9 Non-executive Directors In accordance with the foregoing, the appointment, in order to subsequently verify the its operations in a manner that is consistent with Non-executive Directors bring their specifi c Company’s Board of Directors has an adequate correct application of the assessment criteria and appropriate to its mandate. professional skills and experience to bear on number of independent Directors, who and procedures adopted by the Board to assess The survey provided an important opportunity discussions of the Board of Directors, and contribute signifi cantly to the Board through the independence of its members. to examine in depth the functioning and their specifi c concern is to ensure that the their independent and unbiased judgement on The Board of Directors did not designate a lead operation of the Board of Directors. Specifi cally, Board’s decisions are properly considered the matters for discussion and decision, and the independent director, given that the conditions some of the observations illustrated in the body and justifi ed, particularly in areas that are presence of independent Directors ensures that for such appointment envisaged by the of the Report, together with the indications particularly sensitive from the point of view the Advisory Committees have a composition Corporate Governance Code were not met. The off ered by the Directors during the individual of confl ict of interest. that refl ects the recommendations of the Chairperson of the Board of Directors is not, in interviews, revealed the Directors’ assessment The number, competence, and availability Corporate Governance Code. fact, the key person responsible for managing of the size, composition and functioning of the of non-executive Directors (who represent More specifi cally, the Board of Directors in the Company, nor does he hold a controlling Board, also indicating some suggestions for the majority of the Board) ensure that their offi ce on the date of this Report consists of six stake in the Company. improvement. judgement has a signifi cant infl uence on independent Directors under the law and the In view of their recent appointment on 5 Specifi cally, the Directors acknowledged the Board decisions. Corporate Governance Code. April 2019, the Independent Directors, even Company’s growing commitment to improving These Directors submitted special declarations though they did not meet on an institutional the integrity, accessibility and timeliness of 2.2.10 Independent directors testifying to their independence at the time basis during the year in question, took Board information. Pursuant to Article 147-ter, paragraph 4, of the of their appointment. After investigation by advantage of the numerous opportunities for Arrangements between the Board of Directors Italian Consolidated Law on Finance (TUF), at the Nomination Committee, the verifi cation informal discussions at board meetings. They and the Advisory Committees have been least two members of the Board of Directors – procedure was repeated at the Board of subsequently met on 13 February 2020, in order viewed positively, having considered that the when it has over seven members – must satisfy Directors’ meeting of 28 January 2020, where to agree on the guidelines for the performance importance given inside the Board of Directors the independence requirements required for the criteria referred to in the abovementioned of their role within the Board of Directors of the to the indications that materialised and to the Statutory Auditors by Article 148, paragraph Article 3.C.1 of the Corporate Governance Company. At the meeting, the Independent proposals made by the Committees, whose 3, of the Italian Consolidated Law on Finance Code were applied. During this meeting, the Directors also addressed the issue of the Chairpersons may have adequate space within (TUF). Board also verifi ed that the Directors Barbara eff ectiveness of the Board of Directors, in its the Board discussion to report on the activities Article 3 of the Corporate Governance Code Alemanni, Massimiliano Cesare, Luca Errico, various meanings, as well as its function and the carried out by the individual Committees, is also recommends that an adequate number of Paola Muratorio, Elisabetta Oliveri and Federica activities of the Advisory Committees. adequate. non-executive Directors should be independent, Seganti met the independence requirements in the sense that they do not have dealings set forth in Articles 147-ter, paragraph 4, and 2.2.11 Assessment of the operation of the Board 2.2.12 Remunerations or have not had recent dealings - direct or 148, paragraph 3, of the Consolidated Law and of the Advisory Committees Directors’ remunerations are established by the otherwise - with the issuer or with persons/ on Finance (TUF), as well as in the Corporate The “board review” procedure commenced ordinary session of the Shareholders’ Meeting entities associated with the issuer, which could Governance Code. during the second half of 2019 on the initiative at the time of appointment. The remunerations compromise their independence of judgment. During that meeting, the Board examined of the Nomination Committee, concluded in of Directors vested with the particular tasks The Code also recommends that the number Director Massimiliano Cesare’s position and, early 2020. referred to in Article 2389, paragraph 3, of and the expertise of independent Directors having assessed the circumstances set out The Board of Directors acknowledged the the Italian Civil Code is, on the other hand, should be adequate to the size of the Board in Article 3.C.1, letter d) of the Corporate results of the Board evaluation activities at the established by the Board of Directors in and to the activities of the issuer, and should Governance Code and, having taken note of meeting of 10 March 2020. compliance with applicable regulatory also facilitate the establishment of Committees the declaration made by the Director himself, The analysis was carried out with the support provisions. within the Board. ascertained that he meets the independence of the Board of Directors’ Corporate Secretarial Further information on the remuneration of The Board of Directors assesses the requirements set out in the Corporate Staff , by fi lling in a self-assessment questionnaire Directors, the General Manager and other independence of its non-executive members Governance Code. and conducting individual interviews with some Executives with strategic responsibilities and by paying more attention to substance rather During the meeting held on 23 January 2020, Directors, in order to gather the perception of Key Executives can be found in the Report on than form, while noting that a Director does not the Board of Statutory Auditors carried out its individuals in relation to the size, composition, the policy regarding remuneration and fees generally satisfy independence criteria in the assessment of the continued independence functioning and effi ciency of the Board itself paid drawn up by the Company pursuant to cases (not exhaustive) described in Article 3.C.1 requirement for Directors who had declared and its Committees. Article 123-ter of the Italian Consolidated Law of the Corporate Governance Code. their independence at the time of their The results suggested that the Board conducts on Finance (TUF) and available

44 45 FINCANTIERI FINCANTIERI

on the Company’s Internet website at the Board of Directors attends the meetings of the Directors Massimiliano Cesare (non- investigative activities including consultative www.fi ncantieri.com in the “Ethics & of the Committees at the invitation of their executive and independent), Federica Seganti and proposal powers - in its assessments and Governance ” Section and the “Ethics and Chairperson. (non-executive and independent), Barbara decisions related to the ICRMS and related to Governance - Shareholders’ Meetings 2020” The Committees meet with the frequency Alemanni (non-executive and independent) the approval of periodic fi nancial reports. Section. required to perform their tasks. Meetings are and Federica Santini (non-executive and The Committee submits its opinion in advance called by the Committee Chairperson, or when non-independent), appointed by the Board to the Board, on the following: 2.3 Advisory Committes a request is made by at least two members of of Directors on 18 April 2019. The Director The Board of Directors has set up four the same to discuss specifi c matters that are Massimiliano Cesare was made Chairperson at • on the guidelines of the ICRMS, to enable the internal Committees with proactive proposal considered particularly relevant. The notice the same Board of Directors’ meeting. main risks to Fincantieri and its subsidiaries to and consultation tasks, namely: the Control of call is transmitted by the Secretary at the At the time of appointment, the Board be properly identifi ed and adequately measured, and Risk Committee, the Remuneration Committee Chairperson’s request, in general acknowledged that all the Committee managed and monitored; Committee, the Nomination Committee and at least three days before the meeting. The members satisfi ed at least one of the following • on the degree to which the abovementioned the Sustainability Committee11. Secretary provides the committee members requirements: (i) adequate experience in the risks are compatible with managing the Their composition, duties and operating with any available documentation related to the accounting and fi nancial fi elds; and (ii) adequate Company consistently with the strategic procedures, as well as their powers and items on the agenda, usually to accompany the experience in the risk management area. objectives identifi ed; resources, are governed by specifi c regulations notice of call. Without prejudice to the foregoing, when the • on the extent to which the ICRMS is adequate approved by the Board of Directors when the With the exception of the Sustainability Control and Risk Committee meets to express and appropriate to the nature of the Company abovementioned Committees were established Committee, a Committee is validly convened its opinion on transactions with related parties and its risk profi le, and on the eff ectiveness of and subsequently amended, on the basis of the in the presence of the majority of its members of greater importance (see paragraph “Tasks” that system; amendments introduced from time to time to in offi ce and decides by an absolute majority below), it is composed of four non-executive • on the work program drawn up by the Head of the Corporate Governance Code and in order of those present. In the event of a tie, the vote Directors, all of whom are independent and, Internal Auditing; to make them more functional to their task of of the Committee Chairperson prevails. The therefore, the non-independent member • on the description - contained in the Report on providing advice and support to the Board of Sustainability Committee is validly convened - Director Federica Santini - is replaced by Corporate Governance and Ownership Structure Directors. in the presence of half of its members in offi ce the non-executive and independent Director - of the main characteristics of the ICRMS and The Advisory Committees consist of four and decides by an absolute majority of those Paola Muratorio, identifi ed for this purpose of the coordination methods of those involved Directors. All Committees members are non- present. In the event of a tie, the vote of the by the Board of Directors during the meeting therein, also assessing the adequacy of that executive Directors, the majority of whom are Committee Chairperson prevails. held on 18 April 2019. The meetings of the system; independent and have functional powers to The Committees are entitled to access Control and Risk Committee are attended by • on the external auditors’ fi ndings indicated in perform the tasks assigned to them. Moreover, the Company information and corporate the Chairperson of the Board of Statutory the letter of suggestions, if any, and in the report at least one member of the Control and Risk Departments needed to enable them to Auditors or a Standing Auditor designated on key issues arising during the audit; Committee must have adequate knowledge perform their duties. by the latter. The Chairperson of the Board of • on the proposed terms of appointment, and experience in fi nancial and accounting In order to carry out their duties, the Directors, (also acting as Director in charge of removal and remuneration of the Head of areas or in the risk management area, while the Committees may rely on external consultants the ICRMS),the CEO and the Head of Internal the Internal Auditing Department, and on the Remuneration Committee must include at least using the Company’s structures and at the Auditing may also attend. The other Auditors adequacy of the resources assigned to the latter one member with adequate knowledge and Company’s expense, provided that they and – at the Committee’s invitation - other for the performance of the relevant tasks. experience in the fi nancial or remunerations are subject to the necessary confi dentiality persons including other members of the Board policy area. obligations. In addition, the Committees, if or people belonging to the company structure The Committee, in assisting the Board, also has The Chairperson of each Committee is they consider it necessary, may prepare an may also attend these meetings, to provide the following duties: appointed by the Board of Directors and annual budget to be submitted to the Board of information on and to assess (within their informs the next Board of Directors meeting of Directors for its approval. respective competencies) the individual items • to assess - together with the Offi cer in Charge the items discussed at the relevant meetings. on the agenda. and after having consulted with the external The Secretary of each Committee is identifi ed 2.3.1 Control and Risk Committee auditors and the Board of Statutory Auditors - by the Chairperson of the Committee Tasks the proper application of accounting standards within the Corporate Secretarial Staff of Composition The Control and Risk Committee tasked with and their uniformity for the purposes of drawing FINCANTIERI S.p.A., while the Secretary of The Control and Risk Committee is composed supporting the Board of Directors - by adequate up periodic fi nancial reports;

11 The Sustainability Committee was established by the Board of Directors on 8 June 2016, and the Control and Risk Committee and the Nomination Committee were established by the Board of Directors on 5 May 2014, to come into eff ect only after the commencement of trading of the Company’s shares on the Electronic Share Market (MTA) managed by Borsa Italiana. The Compensation Committee had already been established. The composition of the Committees - in conformity with the Corporate Governance Code’s recommendations - was thus determined for the fi rst time by the Board of Directors at its meeting held on 21 July 2014.

46 47 FINCANTIERI FINCANTIERI

• to give its views on specifi c matters pertaining to The meetings were regularly attended by at least opinion on the fact that the Head of Internal yearly basis, on the activities carried out, also the key risks to which the Company is exposed; one member of the Board of Statutory Auditors. Auditing has adequate resources to carry out presenting the relevant reports; • to examine the periodic reports assessing the The meetings were all duly convened by the his/her responsibilities; • gave its approval on the ERM – Risk ICRMS, and key reports drawn up by the Internal Committee Chairperson, with at least three days • judged the ICRMS to be adequate and Assessment Report as at 31 December 2018 and Auditing Department; advance notice. The members were provided eff ective considering the nature of the as at 30 June 2019; • to monitor the independence, adequacy, with documentation on the items on the agenda Company and its risk profi le, giving the Board • supported the Board of Directors in its eff ectiveness and effi ciency of the Internal by the same deadline. of Directors its views and monitoring the evaluations and decisions regarding the Auditing Department; The meetings were all duly recorded in the independence, adequacy, eff ectiveness and approval of the periodic fi nancial reports; • to request the Internal Auditing Department minutes by the Secretary. effi ciency of the Internal Auditing Department; • has repeatedly audited the Company’s General to carry out checks on specifi c operating areas, Following the amendments to the Corporate • gave the Board of Directors its views on the Manager, the Chief Financial Offi cer and the simultaneously notifying this to the Chairperson Governance Code of July 2015, the Committee impairment tests applied to the shareholders Head of Internal Auditing on the management of the Board of Statutory Auditors and the Chairperson reports on the Committee’s activities equity and goodwill up to 31 December 2018, of the Company’s main risks. Director in charge of the ICRMS, except where and presents the Committee’s periodic report at and related results; the subject-matter of the request relates to the each Board of Directors meeting. • verifi ed compliance with administrative During the fi rst months of 2020, the Committee: activities of these persons; For the 2020 fi nancial year, the Committee has and accounting procedures under Law No. • to report to the Board on the activities carried decided to meet, as a rule, at the same time as 262/2005 and issued its approval of the 2019 • approved the ERM - Risk Assessment Report out and also on the adequacy of the ICRMS at the meetings of the Board of Directors. version of the relevant Manual; at 31 December 2019; least every six months, and no later than the Table 1 attached to this Report shows the • gave the Board of Directors its views on the • approved the updates to the 231 deadline for approving the annual fi nancial percentage attendance of each member at external auditors’ fi ndings indicated in the letter Organisational System; statements and the half-year fi nancial report, at Committee meetings. of suggestions and in the report on key issues • assessed the results of the audits conducted the Board meeting indicated by the Chairperson During the meetings held in 2019, the Committee: arising during the statutory audit; in 2019 and presented by the Head of Internal of the Board of Directors; • assisted the Board of Directors by evaluating Auditing Department; • to support (with adequate investigative • expressed its favourable views on the updates - together with the Offi cer in Charge and after • received and examined the periodic report of activities) the Board’s assessments and to the 231 Organisational System; having consulted with the external auditors and the Head of Internal Auditing for 2019, which decisions related to the management of risks • assessed the results of the audit carried out in the Board of Statutory Auditors - the proper also contains an assessment of the adequacy deriving from adverse events that have come to 2018 and presented by the Head of the Internal application of the accounting principles and of the internal control and risk management the Board’s attention. Auditing Department; their uniformity for the purposes of drawing up system; • received and examined the periodic report of periodic fi nancial reports; • expressed to the Board of Directors its Furthermore, the Control and Risk Committee the Head of Internal Auditing for 2018, which • examined the draft fi nancial statements opinion on the approval of the annual audit was provisionally assigned Committee also contains an assessment of the adequacy and consolidated fi nancial statements at 31 plan for 2020 prepared by the Head of Internal tasks with remit in the area of related party of the internal control and risk management December 2018; Auditing; transactions under the CONSOB Regulation system; • submitted to the Board of Directors its • assessed the adequacy of the organisation, on Related Party Transactions, as described • assessed the adequacy of the organisation, proposal on the allocation of profi ts as per the administrative and accounting structure in greater detail in paragraph 4.1 below. The administrative and accounting structure fi nancial statements as at 31 December 2018; of the Company and its main subsidiaries, Remuneration Committee was provisionally of the Company and its main subsidiaries, • examined the presentation on main risks for also verifying that the Offi cer in Charge has assigned to act as a committee with also verifying that the Offi cer in Charge has the company with reference to the analysis adequate powers and means to carry out the competence in the area of related party adequate powers and means to carry out the carried out in 2018; tasks assigned to him/her and supervising his/ transactions for remunerations policy, as tasks assigned to him/her and supervising his/ • gave the Board of Directors its favourable her eff ective compliance with administrative described on the paragraph 2.3.2. below. her eff ective compliance with administrative opinion on the approval of the 2018 Corporate and accounting procedures; and accounting procedures; Governance Report; • after consulting the Director in Charge of the Activities during 2019 • gave the Board of Directors its views on the • appointed its own Corporate Secretary; ICRMS, expressed to the Board of Directors During 2019, the Control and Risk Committee met approval of the annual Audit plan for 2019, • received and examined the periodic reports its positive opinion on the fact that the Head 6 times, with an average duration of about 87 drawn up by the Head of Internal Auditing; of the Head of Internal Auditing relating to the of Internal Auditing is provided with adequate minutes and an average attendance of 83.3% of • after consulting the Director in Charge of the progress of activities in 2019; resources to carry out his/her responsibilities; its members. ICRMS, expressed to the Board of Directors its • reported to the Board of Directors, on a half- • judged the ICRMS to be adequate and

48 49 FINCANTIERI FINCANTIERI

eff ective considering the nature of the activities carried out during the 2019 fi nancial Tasks All of the Committee meetings were attended Company and its risk profi le, giving the Board year. The Remuneration Committee, pursuant the by 79.2% of its members and by at least one of Directors its views and monitoring the Corporate Governance Code of listed companies member of the Board of Statutory Auditors. independence, adequacy, eff ectiveness and To perform its tasks, the Committee relies on and its own Regulations, carries out the The meetings were all duly convened by the effi ciency of the Internal Auditing Department; the Company’s means and corporate structures, following proactive proposal and consultation Committee Chairperson, with at least three days • audited the General Manager and Chief as well as, if necessary, the cost centre provided tasks on remunerations: advance notice. The members were provided Financial Offi cer regarding updates on the for the Board of Directors. with documentation on the items on the agenda company’s situation in light of national and • draws up proposals for the Board of Directors by the same deadline. international events related to the COVID-19 2.3.2 Remuneration Committee on the Remunerations Policy for Directors, The Secretary duly recorded the meetings in the pandemic; for the General Manager, for Managers with minutes. • verifi ed compliance with the administrative Composition Strategic Responsibilities and for the other Key Following the amendments to the Corporate and accounting procedures under Law No. The Remuneration Committee is composed of Executives, periodically assessing the adequacy, Governance Code of July 2015, the Committee 262/2005 and issued its approval of the 2020 the Directors Paola Muratorio (non-executive overall consistency and concrete application Chairperson reports on the Committee’s version of the relevant Manual; and independent), Barbara Alemanni (non- of the Policy adopted, using the information activities to each Board of Directors meeting. • expressed to the Board of Directors its opinion executive and independent), Elisabetta provided by the CEO on the implementation For the 2020 fi nancial year, the Committee has on the impairment test on equity investments Oliveri (non-executive and independent) of this Policy with regard to Executives with decided to meet, as a rule, at the same time as and goodwill as at 31 December 2019 and the and Fabrizio Palermo (non-executive and Strategic Responsibility and the other Key the meetings of the Board of Directors. related results; non-independent), appointed by the Board Executives; Table 1 attached to this Report shows the • expressed to the Board of Directors its of Directors on 18 April 2019. Director Paola • submits proposals and gives its views to the percentage of attendance of each member at opinion on the fi ndings set forth by the external Muratorio was made Chairperson at the same Board of Directors on remunerations payable to Committee meetings. audit fi rm in the letter of suggestions and in Board of Directors’ meeting. the Chairperson, the CEO and to other Directors During 2019, the Remuneration Committee met the report on the key issues raised during the At the time of appointment, the Board who carry out particular offi ces, and on on several occasions in order to: statutory audit; acknowledged that all Committee members establishing performance targets linked to the • assisted the Board of Directors by assessing, satisfi ed at least one of the following variable component of such remunerations; • formulate a new Remunerations Policy for the together with the Offi cer in Charge and after requirements: (i) adequate knowledge and • monitors the application of Board decisions, Directors, the General Manager, Executives with consulting the external audit fi rm and the Board experience in the fi nancial area; and (ii) ascertaining in particular that the performance Strategic Responsibilities and for the other Key of Statutory Auditors, the correct use of the adequate knowledge and experience in the targets in question have been achieved; Executives, to be submitted for approval by the accounting principles and their consistency remunerations policy area. • reports on activities carried out at each Board Board of Directors for 2019; when drawing up the draft fi nancial statements The meetings of the Remuneration Committee meeting; • express its opinion on the Remuneration and the consolidated fi nancial statements as at may be attended by the Chairperson of • reports on its own operating procedures at Report under Article 123-ter of the Italian 31 December 2019; the Board of Directors, the CEO and the the Shareholders’ Meeting called to approve Consolidated Law on Finance (TUF); • examined the presentation of the main Chairperson of the Board of Statutory the annual fi nancial statements, through the • appoint its own Corporate Secretary; business risks, with reference to the analysis Auditors or a Standing Auditor designated Chairperson of the Committee or through a • express its opinion on the achievement of conducted during 2019; by the latter. The other Auditors and – at member nominated by him/her. objectives, both corporate and personal, tied to • examined the draft of the draft fi nancial the Committee’s invitation - other persons granting the short-term variable remuneration of statements and the consolidated fi nancial including other members of the Board or Furthermore, the Remuneration Committee the Chairperson and the Chief Executive Offi cer; statements as at 31 December 2019; people belonging to the company structure was provisionally assigned to act as • express its opinion on the 2019 performance • submitted to the Board of Directors the may also attend these meetings to provide a committee with competence in the targets related to the short-term variable proposal for allocating the profi t resulting from information on and to assess (within their area of related party transactions where incentive plans (“MBO”) for the Chairperson and the fi nancial statements as at 31 December respective competencies) the individual items resolutions are to be adopted in the area of the Chief Executive Offi cer; 2019; on the agenda. remunerations. • express its approval on the Company’s • expressed to the Board of Directors that it is in No Director, however, may attend meetings proposals to allocate the shares to the favour of approving the Corporate Governance of the Committee that drafts proposals Activities during 2019 benefi ciaries of the fi rst cycle of the Report for the year 2019; to the Board relating to that Director’s During 2019 the Remuneration Committee met Performance Share Plan 2016 - 2018; • reported to the Board of Directors on the remunerations. 4 times, for an average of about 78 minutes. • express its approval on the Company’s

50 51 FINCANTIERI FINCANTIERI

proposals to adopt the Rules and to identify Board of Directors, the CEO and - for matters makes its views known to the Board about independence and integrity, based on applicable the benefi ciaries of the fi rst cycle of the within the purview of the Board of Statutory the size and composition of the Board and criteria, and of whether or not a basis exists for Performance Share Plan 2019 - 2021 and the Auditors - the Chairperson of the Board of its Committees, and also about the general their incompatibility, ineligibility or lapse; number of rights to be assigned to them. Statutory Auditors or a Standing Auditor competences and professional offi ces • supported the Board of Directors in designated by the latter. The other Auditors considered desirable to have on the Board or investigating assessments of the number of In the fi rst months of 2020, the Committee met and – at the Committee’s invitation - other the Committees to ensure that the Board can offi ces held by Directors and Statutory Auditors, in order to: persons, including other members of the Board make its position known to Shareholders before in relation to the guidelines on the maximum or people belonging to the company structure, the new Board is appointed; number of offi ces as director or statutory • prepare the fi rst section of the Report on may also attend these meetings, to provide • investigates the annual assessments of the auditor that can be considered compatible to the policy regarding remuneration and fees information on and to assess (within their Directors’ independence and integrity, based eff ectively perform the offi ce of Director of the paid pursuant to Article 123-ter of the Italian respective competencies) the individual items on applicable criteria, and of whether or not a Company, adopted by the Board of Directors on Consolidated Law on Finance (TUF), containing on the agenda. basis exists for their incompatibility, ineligibility 19 December 2014; a new proposal for the Company’s Policy on the or lapse; • completed tasks involving the board remuneration of Directors, Statutory Auditors, Tasks • reports on the actions taken at each Board evaluation of the Board of Directors for 2018, General Manager, Executives with Strategic The Nomination Committee has proactive meeting. including: (i) drafting, with the support of Responsibilities and other Key Executives for proposal and consultation powers in relation to the Secretary of the Board of Directors, a 2020, to be submitted to the Board of Directors the Board of Directors and, more specifi cally it: Activities during 2019 questionnaire for all members of the Board of for approval; During 2019 the Remuneration Committee met Directors; (ii) examination of the fi ndings of the • express its opinion on the second section of • provides opinions for the Board on the size 5 times, for an average of about 62 minutes. abovementioned questionnaire; (iii) interviews the Report on the policy regarding remuneration and composition of the Board of Directors, All of the Committee meetings were attended with Advisory Committee Chairpersons; (iv) and fees paid pursuant to Article 123-ter of the and makes recommendations about the by an average of 71.7% of its members and the drafting a report containing the results of the Italian Consolidated Law on Finance (TUF), professional offi ces that should be represented participation of at least one member of the abovementioned board evaluation; and (v) concerning fees paid, to be submitted to the on the Board; Board of Statutory Auditors. presenting the report to the Board of Directors; Board of Directors for approval. • provides opinions for the Board of Directors The meetings were all duly convened by the • examined the recommendations set out upon its reappointment, when it presents a Chairperson, generally with at least three days’ in the annual report on the implementation To perform its tasks, the Committee relies on the slate of candidates for the offi ce of Director; advance notice. The members were provided by the issuers of the Corporate Governance Company’s means and corporate structures, as • proposes candidates to the Board for the with the documentation on the items on the Code (the “CG Report”), drafted by the Italian well as, if necessary, the cost centre provided for offi ce of Director in the event of co-optation, agenda by the same deadline. Corporate Governance Committee (the “CG the Board of Directors. or where Independent Directors need to be The Secretary duly recorded the meetings in Committee”) and the cover letter drafted by replaced; the minutes. the Chairperson of the CG Committee and sent 2.3.3 Nomination Committee • proposes to the Board a policy on the Following the amendments to the Corporate to the Chairpersons of Italian listed companies maximum number of directorships or auditor Governance Code of July 2015, the Committee on 21 December 2018. Specifi cally, the Board Composition ships that a Director may hold, and conducts Chairperson reports on the Committee’s analysed in detail the most relevant points of The Nomination Committee is composed of the relevant periodic investigations and activities to each Board of Directors meeting. the CG Report and the improvements that the the Directors Federica Seganti (non-executive assessments, to be submitted to the Board; For the 2020 fi nancial year, the Committee has CG Committee expected, considering that also and independent), Massimiliano Cesare (non- • if the Shareholders’ Meeting authorises, in decided to meet, as a rule, at the same time as in light of the results of self-assessment process executive and independent), Luca Errico general, prior exemptions from the prohibition the meetings of the Board of Directors. by the Board of Directors and the Advisory (non-executive and independent) and Fabrizio on competition provided for by Article 2390 of Table 1 attached to this Report shows the Committees for 2018, the Company is carrying Palermo (non-executive and non-independent), the Italian Civil Code, the Committee formulates percentage of attendance of each member at out improvements concerning the thoroughness appointed by the Board of Directors on 18 observations for the Board on any Directors’ Committee meetings. of the pre-board meeting documentation and is April 2019. The Chairperson’s tasks have been activities that are in competition with the During the meetings held in 2019, the substantially compliant with the issues pointed assigned by the same Board of Directors to the Company’s activities; Committee: out in the CG Report; Director Federica Seganti. • supervises the annual self-assessment of • confi rmed that, considering the nature and The meetings of the Nomination Committee the Board and of its Committees and, taking • supported the Board of Directors in composition of Fincantieri’s current shareholding may be attended by the Chairperson of the into account the results of that assessment, investigating assessments of the Directors’ structure and the fact that, under the law and

52 53 FINCANTIERI FINCANTIERI

the By-laws, Directors and Statutory Auditors applicable criteria, and of whether or not a and the Chairperson provide to the Board of structures, as well as, if necessary, the cost are appointed on the basis of slates submitted basis exists for their incompatibility, ineligibility Directors whenever needed; (iii) the rigorous centre provided for the Board of Directors. by Shareholders and voted at the Shareholders’ or lapse; assessments made by the Nomination Meeting, and considering the experience gained • supported the Board of Directors in Committee and the Board of Directors as to the 2.3.4 Sustainability Committee during the past nominations and according to investigating assessments of the number continued independence requirements of the the assessments of the Board of Directors of of offi ces held by Directors and Statutory Directors who declared their independence at Composition previous years, there appears to be no need to Auditors, in relation to the guidelines on the the time of appointment; (iv) the fact that the The Sustainability Committee is composed of adopt a succession plan for executive directors maximum number of offi ces as director or emoluments of both Directors and members the Directors Elisabetta Oliveri (non-executive and a diversity policy for the composition of statutory auditor that can be considered of the Board of Statutory Auditors are usually and independent), Luca Errico (non-executive management and supervisory bodies. With compatible to eff ectively perform the offi ce proposed at the Shareholders’ Meeting by the and independent), Paola Muratorio (non- regard to the latter, it has been noted that the of Director of the Company, adopted by the relevant shareholder, Cassa Depositi e Prestiti executive and independent) and Federica composition of Fincantieri’s Board of Directors, Board of Directors on 19 December 2014; S.p.A, whose shareholdings include some of Santini (non-executive and non-independent) which refl ects the presence of a controlling • completed the tasks related to the board the largest listed Italian companies and which appointed by the Board of Directors on 18 shareholder, already integrates diff erent evaluation of the Board of Directors for 2019, are represented at the Shareholders’ Meeting April 2019. profi les, ensuring a that diff erent experiences including: (i) the examination of the results of each year in the Report on the policy regarding The Chairperson’s tasks were assigned by the and skills complement each other, together the questionnaire prepared with the support of remuneration and fees paid; Board of Directors on 18 April 2019 to Director with diversity of gender and age groups of the the Corporate Secretarial Staff and sent to all • confi rmed that there is no need to adopt Elisabetta Oliveri. Directors; Directors; (ii) interviews with some Directors; a policy on diversity in relation to the Meetings of the Sustainability Committee • appointed its own Corporate Secretary; (iii) the preparation of a report containing composition of the Board of Directors and may be attended by the Chairperson of the • expressed its approval on the advisability the results of the abovementioned board the Board of Statutory Auditors in view of Board of Directors, the CEO, the Director in of continuing with the internal management evaluation; and (iv) the submission of that the composition of the Board of Directors charge of the ICRMS, the Head of the Internal of the annual self-assessment process of the report to the Board of Directors; currently in offi ce, which can be considered Auditing Department and, for matters falling functioning of the Board of Directors and the • examined the recommendations set out to refl ect adequate diversifi cation in terms within the competence of the Board of Committees for 2019, with the support of the in the annual report on the implementation of age, gender, educational and professional Statutory Auditors, by the Chairperson of the Corporate Secretarial Staff ; by the issuers of the Corporate Governance background, and considering the Company’s Board of Statutory Auditors or a Standing • reviewed the guidelines concerning the Code (the “CG Report”), drafted by the Italian lack of discretionary power in defi ning diversity Auditor designated by it. The other Auditors maximum number of offi ces of director or Corporate Governance Committee (the “CG policies, resulting from the requirements for and – at the Committee’s invitation - other statutory auditor that may be considered Committee”) and the cover letter drafted by Directors and Statutory Auditors already persons, including other members of the compatible to eff ectively perform the offi ce of the Chairperson of the CG Committee and sent established by current laws, regulations and Board or people belonging to the company a Director of the Company, which was adopted to the Chairpersons of Italian listed companies the By-laws, as well as by the Corporate structure, may also attend these meetings, to by the Board of Directors on December 19, on 19 December 2019. Specifi cally, the Governance Code; provide information on and to assess (within 2014, and prepared an updated version of Committee analysed the most important points • to ensure the continuity of the Company’s their respective competencies) the individual the guidelines for submission to the Board of of the Report and the ideas for improvement ordinary operations with adequate timeliness items on the agenda. Directors for approval; sought by the CG Committee in detail, and in an eff ective manner where events that, • with the support of the Company’s Corporate considering that the Company is substantially during the course of his/her term of offi ce, Tasks Secretarial Staff , prepared a questionnaire compliant with the points indicated in the prevent the CEO from exercising his/her duties, The Sustainability Committee has proactive addressed to all Directors for the Board of Report, also considering: (i) the continuous assessed, taking into account the Company’s proposal and consultation powers in relation to Directors’ board evaluation for 2019. implementation of the objectives set out in governance structure, the recommendations the Board of Directors and, more specifi cally it: the 2018-2022 Sustainability Plan adopted by of the Corporate Governance Code and the During the fi rst months of 2020, the the Company; (ii) the Company’s continuous experience gained by other issuers, to launch a • carries out suitable investigative activities Committee: implementation of the tasks to improve the task to establish an internal procedure to deal related to sustainability issues associated with integrity, accessibility and timeliness of the with any crisis management situations. the Company’s activities and with its interaction • supported the Board of Directors in Board’s information, together with copious dynamics with all stakeholders; investigating assessments of the Directors’ detailed information on the Company’s To perform its tasks, the Committee relies • supports the Board in matters related to the independence and integrity, based on activities that both the Chief Executive Offi cer on the Company’s means and corporate Company’s compliance with and promotion

54 55 FINCANTIERI FINCANTIERI

of human rights, labour rights, environmental involved in the areas dealt with. on the Company’s means and corporate Corporate Governance Code. The satisfaction rights, transparency and combating corruption, During the fi rst months of 2019, the Committee: structures, as well as, if necessary, the cost of the abovementioned requirements was health and safety of corporate activities, the centre provided for the Board of Directors. certifi ed by suitable declarations formulated rights of all stakeholders, product liability and • examined the Sustainability Budget for 2018; for this purpose and signed by the Auditors product innovation. • examined the ERM Corporate Social 2.4 Board of Statutory Auditors and, lastly, verifi ed by the Board of Statutory Responsibility Report as at 31 December 2018; Auditors at its meeting held on 23 January The Committee benefi ts from the participation • appointed its own Corporate Secretary; 2.4.1 Composition of the Board of Statutory 2020. The Auditors, also by virtue of the of a multifunctional team (the “Team”) • examined the sustainability profi les of the ERM Auditors foregoing, act independently from all coordinated by the Group Accounting and Risk Assessment Report; Pursuant to Article 30.1 of the By-laws, the Shareholders. Therefore, an Auditor who - Administration Department, whose participants • analysed the tasks conducted by the Company Board of Statutory Auditors consists of independently or on behalf of third parties - has include representatives nominated for this with regard to the 2019 Sustainability Report, three Standing Auditors and three Alternate an interest in a particular transaction/operation purpose by the Legal Aff airs Department; to analysing the sustainability ratings by rating Auditors appointed by the Shareholders’ of the Company must promptly and fully Human Resources and Industrial Relations agencies and the stakeholder engagement Meeting in ordinary session in accordance with inform the other Auditors and the Chairperson Department; Marketing, Communication and process; the procedures described in paragraph 2.4.2 of the Board of Directors about the nature, Media Relations Department; as well as the • monitored the achievement of the objectives set below. terms, origins and extent of this interest. Internal Auditing and Research and Innovation out in the 2018-2022 Sustainability Plan for 2019; The acting Board of Statutory Auditors - The Auditors are also required to respect the Departments. • approved Fincantieri’s membership in the appointed by the Ordinary Shareholders’ limits on multiple offi ces held as director and United Nations Global Compact and the Global Meeting of the Company on 19 May 2017 - auditor in Italian joint stock companies provided Activities during 2019 Compact Network Italy Foundation; whose term of offi ce will expire at the meeting for by applicable regulatory provisions and by The Sustainability Committee met 6 times • expressed its opinion on the materiality matrix to approve the fi nancial statements for the the By-laws (see Table 2 on the “Structure of during 2019, and the meetings lasted for 2019; year ended on 31 December 2019, is composed the Board of Statutory Auditors” attached to approximately 84 minutes on average. All the • shared Fincantieri’s Charter of Sustainability of the following Statutory Auditors: Gianluca this Report). Committee meetings were attended by 83.3% Commitments. Ferrero (Chairperson), Fioranna Vittoria Negri Attached to this Report are the curricula vitae of its members and by at least one member of and Roberto Spada. of the Statutory Auditors, which contain their the Board of Statutory Auditors. During the fi rst months of 2020, the Committee: The Shareholders’ Meeting of 19 May 2017 also main personal and professional information The meetings were all duly convened by the appointed Alberto De Nigro, Flavia Daunia (see Annex 2). Chairperson, generally with at least three days’ • expressed its approval as to the contents of Minutillo and Massimiliano Nova as Alternate advance notice. The members were provided the documents “Fincantieri Group’s Initiatives Auditors. 2.4.2 Appointment and replacement of Auditors with the documentation on the items on the for Communities and Territories”, “Supplier Code The acting Statutory Auditors satisfy the The Board of Statutory Auditors is appointed agenda by the same deadline. of Ethics”, and “Human Rights - Commitment integrity and professionalism requirements by the ordinary Shareholders’ Meeting in The Secretary duly recorded the meetings in to Respect for Human Rights and Diversity” in of Article 148, paragraph 4, of the Italian accordance with the procedures described the minutes. order to submit them to the Board of Directors Consolidated Law on Finance (TUF) and by below. The Auditors remain in offi ce for three Following the amendments to the Corporate for examination by meeting with representatives the Regulation adopted by Ministry of Justice years, and they will cease from offi ce at the Governance Code of July 2015, the Committee of the Human Resources and Industrial Relations, Decree No. 162 of 30 March,2000. For the date of the Shareholders’ Meeting called to Chairperson reports on the Committee’s Marketing Communication, Media Relations, purposes of Article 1, paragraph 2, letters b) approve the fi nancial statements for their third activities to each Board of Directors meeting. Public Aff airs and Procurement Departments; and c), of that Decree, the Company’s activities year of offi ce; they may be re-elected. For the 2020 fi nancial year, the Committee has • met with the external audit fi rm are closely associated with the areas of The appointment of Auditors is governed decided to meet, as a rule, at the same time as PricewaterhouseCoopers S.p.A. for the Audit commercial law, tax law, business economics by Article 30 of the By-laws, in which a full the meetings of the Board of Directors. Plan on the 2019 Sustainability Report; and corporate fi nance, as well as areas related description of the relevant provisions is given12. Table 1 attached to this Report shows the • examined the sustainability profi les of the ERM to naval engineering. percentage of attendance of each member at Risk Assessment Report as at 31 December 2019. The members of the Board of Statutory Slate voting Committee meetings. • examined the draft Sustainability Plan; Auditors also meet the independence The Board of Statutory Auditors is appointed During the meetings held in 2019, the • examined the Sustainability Budget for 2019. requirements set forth in Article 148, paragraph on the basis of slates submitted by the Committee set its own workload, with the 3, of the Italian Consolidated Law on Finance Shareholders and, in any case, in accordance participation of the corporate Departments To perform its tasks, the Committee relies (TUF), as well as those recommended by the with applicable regulatory provisions on equal

12 The By-laws are available on the Company’s Internet website at www.fi ncantieri.com, in the section “Ethics & Governance - Corporate Governance System”.

56 57 FINCANTIERI FINCANTIERI

access by the less represented gender to order in which they are listed in the sections of the Board of Statutory Auditors monitors: (i) as relevant; (e) determining and monitoring corporate bodies. that slate; compliance with the law and with the By- the independence of external auditors or b) the remaining Standing Auditor and the laws; (ii) compliance with the principles of audit fi rms, particularly in the context of the Entitlement to submit, fi le and publish slates remaining Alternate Auditor are appointed sound management; (iii) the adequacy of the adequacy of the provision of services other Shareholders are entitled to submit slates in accordance with current legislation and Company’s organisational structure for the than auditing services; and (f) responsibility only if they represent - individually or the procedures provided for in the By-laws matters under its responsibility, of the ICRMS for the procedure to select external auditors collectively with other Shareholders - at for the appointment of Directors drawn from and of the administrative-accounting system, or audit fi rms, and to recommend external least 1% of the share capital or such other minority slates (for which reference should be and the ability of that system to reliably and auditors or audit fi rms for appointment. percentage, if lower, that is established by made to paragraph 2.2.4 above), to be applied accurately represent the operations carried Pursuant to Article 13, paragraph 1 of CONSOB in the CONSOB Regulation related separately to each of the sections in which the out; (iv) the procedures for the concrete Legislative Decree No. 39 of 27 January 2010, to the appointment of the Board of Directors. other lists are divided. implementation of the corporate governance the Board of Statutory Auditors is responsible The provisions of the By-laws for the rules set out in the Corporate Governance for drawing up a reasoned proposal for the appointment of the Board of Directors The Chairperson of the Board of Statutory Code, including those concerning resolutions Shareholders’ Meeting on the appointment (see paragraph 2.2.4 above), as well as Auditors is appointed by the Shareholders’ approving remunerations and other benefi ts; of an independent auditor and determining the applicable regulations, apply to the Meeting from the Statutory Auditors elected by (v) the adequacy of the instructions given by the appropriate fees. The Board of Statutory presentation, fi ling and publication of slates. the minority. the Company to its subsidiaries to ensure the Auditors is also requested to give its views The slate voting procedure described above correct fulfi lment of disclosure obligations to determine the remunerations of Directors Composition of slates applies only where the entire Board of Statutory required by law. holding certain offi ces, under Article 2389, Candidates must be listed in sequential order Auditors is appointed. Additionally, Article 19, paragraph 1, of paragraph 3, of the Italian Civil Code and to in the slates, in a number not exceeding the Legislative Decree No. 39 of 27 January 2010 appoint the Offi cer in Charge under Article number of members to be elected. Replacement (as amended by Legislative Decree No. 135 154-bis, paragraph 1, of the Italian Consolidated The slates are divided into two sections: one for If it should prove necessary during the year to of 17 July 201613) confers upon the Board of Law on Finance (TUF). candidates for the offi ce of Standing Auditor replace one of the Auditors drawn from the Statutory Auditors additional tasks as “internal In line with the recommendations of the and the other for candidates for the offi ce of slate that obtained the highest number of votes, control and auditing Committee”. In that Corporate Governance Code, the Board of Alternate Auditor. The fi rst candidate in each the fi rst of the Alternate Auditors drawn from capacity, the Company’s Board of Statutory Statutory Auditors: section must be enrolled in the Roll of Certifi ed that slate will be appointed instead. Auditors is tasked with: (a) informing the Accountants and must have at least three years If this replacement procedure does not allow a Board of Directors of the outcome of the - is consulted by the Board of Directors: (i) of experience in statutory auditing. Board of Statutory Auditors to be reconstituted statutory audit and transmitting to the Board for the purposes of approving the Audit plan Furthermore, the slates which, considering both in conformity with applicable gender balance the additional report referred to in Article drawn up by the Head of Internal Auditing; sections, have a number of candidates equal rules, then the second of the Alternate Auditors 11 of Regulation (EU) No. 537/2014 of the (ii) in relation to the results presented by to or greater than three must include, both in drawn from that slate will be appointed in place European Parliament and of the Council of the independent auditor in the letter of the fi rst two places in the section of the slate of the outgoing Auditor. 16 April 201414, accompanied by observations suggestions, if any, and in the report on key relating to the Standing Auditors and in the fi rst If it should prove necessary to replace the other if any; (b) monitoring the fi nancial reporting issues arising during the statutory audit; two places in the section of the list relating to Auditor drawn from the slate that obtained process and submitting recommendations and (iii) for the appointment of the Head of the Alternate Auditors, candidates of a diff erent the highest number of votes, the fi rst of the or proposals with a view to ensuring its Internal Auditing, and also for ascertaining gender, so as to ensure that the composition of Alternate Auditors drawn from that slate will be integrity; (c) monitoring the eff ectiveness of that the latter has adequate resources to the Board of Statutory Auditors complies with appointed in place of the outgoing Auditor. the Company’s internal quality control and carry out the relevant duties and that the current legislation on gender balance. If it should prove necessary to replace the risk management systems and, if applicable, remunerations provided are consistent with Chairperson, this offi ce will be assumed by the of its internal auditing process, insofar as Company policy; Appointment procedures Alternate Auditor who has been appointed by the Company’s fi nancial reporting process is - is consulted by the Control and Risk Auditors are elected as follows: the same procedures as the Chairperson. concerned, without violating its independence; Committee for purposes of assessing the (d) monitoring the statutory audit of the correct application of accounting standards; a) two Standing Auditors and two Alternate 2.4.3 Tasks of the Board of Statutory Auditors fi nancial statements and consolidated fi nancial - receives, through the Chairperson, the Auditors are drawn from the slate that obtained Pursuant to Article 149 of the Italian statements, also taking into account the results periodic reports that the latter receives from the highest number of votes, in the sequential Consolidated Law on Finance (TUF), and conclusions of CONSOB’s quality controls, the Head of Internal Auditing.

13 Pursuant to Article 27, paragraph 9, of Legislative Decree No. 135 of 17 July 2016, the amendments to Article 19 apply from 1 January 2017. 14 This Regulation, which is directly applicable also in Italy, contains the regime of “special requirements related to the external statutory audit of accounts of public interest entities”.

58 59 FINCANTIERI FINCANTIERI

The Standing Auditors (also acting average about 100 minutes. On average, 3. Internal Control and Risk Management corporate assets and optimising effi cient individually) may, for the above purposes, 100% of the Standing Auditors participated. System and eff ective corporate processes, ensuring request the Company’s Internal Auditing 10 meetings have been scheduled for 2020, the provision of reliable information to Department to check specifi c operating areas 4 of which have already been held during The Company’s internal control and risk the corporate bodies and the market, or company transactions/operations. The the fi rst months of the year. The number of management system (“ICRMS”) consists and ensuring compliance with applicable Board of Statutory Auditors also ensures that meetings may be changed during the year. of a set of tools, organisational structures legislative and regulatory provisions and information is promptly exchanged with the Table 2 attached to this Report specifi es and corporate procedures (codifi ed in a with the Company’s By-laws and Company Control and Risk Committee, which is relevant the attendance record (expressed as a special “Organisational Handbook” that procedures. to enable them to perform their respective percentage) of each Standing Auditor at the is periodically updated and disseminated This system, defi ned according to leading tasks. meetings of the Board of Statutory Auditors. within the Company) which seek to international practices, is based on the The Board of Statutory Auditors monitors During 2019, the Company - through the contribute - by a process of identifying following three levels of control: compliance with the law and with the By- Chairperson of the Board of Directors who and managing and monitoring the main laws, compliance with the principles of sound played a coordinating role - promoted risks within the Company - to the Company • 1st level: the operating Departments administration, and specifi cally the adequacy Directors’ and Auditors’ participation in being managed soundly and correctly identify and assess risks and implement of the organisational, administrative and initiatives to develop knowledge of the and in a way that is consistent with the specifi c actions to manage them; accounting structure adopted by the Company sectors of activity of Fincantieri and of predetermined objectives defi ned by the • 2nd level: the Departments responsible for and its proper functioning. the latter’s strategies, and to promote Board of Directors. risk management defi ne risk management Within the scope of their activities, the knowledge of topics related to the The Company’s ICRMS is incorporated methods and tools, and conduct monitoring Statutory Auditors may request the Internal Company’s organisation and of the main in the more general organisational and activities; Auditing Department to conduct checks elements of the regulatory framework corporate governance structures adopted • 3rd level: the Internal Auditing Department on specifi c operational areas or company for listed companies (known as board by the Company and takes into account the independently assesses the entire system. operations. The Board of Statutory Auditors induction). reference models, the recommendations and the CRC shall promptly exchange The training programs were given of the Corporate Governance Code and 3.1 Main features of the ICRMS information relevant to the fulfi lment of their by trainers with competence in the existing best practices on the subject at The ICRMS guidelines (the “Guidelines”) of duties. abovementioned sectors, including the national and international levels. the Company, aligned with the Corporate In application of Article 19 of Legislative Decree Heads of the various Departments, and Fincantieri has adopted the “CoSO” Governance Code, in its most updated No. 39/2010, the Company has set up the with the support of specifi c documentation framework (Internal Control Integrated version, were approved by the Board of Internal Control and Audit Committee, which is provided by Directors and Auditors. Framework) and the “COBIT 5” framework Directors on 26 September 2016. identifi ed with the Board of Statutory Auditors (Control Objectives for Information and To develop and optimise the risk and which, in public interest entities, oversees: 2.4.5 Remunerations related Technology) as the main company- management system, launched in 2015, the The remunerations of the standing members wide tools for assessing the ICRMS, position of Risk Offi cer has been identifi ed, • the process of fi nancial information; of the Board of Statutory Auditors are particularly with reference to fi nancial a role held by the Head of Internal Auditing, • the eff ectiveness of internal control determined by the ordinary Shareholders’ reporting. whose tasks are: systems, internal audit and risk management; Meeting at the time of appointment. The ICRMS also facilitates identifying, • the statutory audit of annual and Information on the remuneration of Statutory measuring, managing and monitoring • to support the Director in Charge of the consolidated accounts; Auditors is contained in the Report on the the main risks, as well as the credibility, ICRMS with determining the methodologies • the independence of the external audit fi rm, policy regarding remuneration and fees accuracy, reliability and promptness of the to identify, evaluate and monitor the main specifi cally with regard to the provision of paid drawn up by the Company pursuant fi nancial reporting. business risks; non-audit services rendered to the Company to Article 123-ter of the Italian Consolidated Fincantieri is cognizant that an eff ective • to coordinate the activities of risk subject to the statutory audit. Law on Finance (TUF) and available on ICRMS contributes toward managing the management and of support to the Company’s Internet website at www. enterprise consistently with the corporate management, verifying compliance with the 2.4.4 Meetings of the Board of Statutory fi ncantieri.com in the “Ethics & Governance” objectives determined by the Board of Company’s Enterprise Risk Management Auditors Section and the “Ethics and Governance Directors, facilitating the adoption of fully (“ERM”) methods; During 2019, the Board of Statutory Auditors - Shareholders’ Meetings - Shareholders’ informed resolutions. More specifi cally, • to issue periodic reports to the various met 12 times. These meetings lasted on Meeting 2020” Section. the ICRMS contributes to safeguarding organisational levels.

60 61 FINCANTIERI FINCANTIERI

As part of the ERM process, the Risk ICRMS, as defi ned by the Group’s internal d) to safeguard the Company’s assets from that it not only verifi es the existence Management Model, which maps the rules and procedures. loss or from inappropriate or fraudulent use. and implementation of ICRMS within the persons responsible for managing and Subject to the provisions of paragraphs 2.2.5 Company, but also periodically conducts a monitoring risks, was updated in 2019 in and 2.3.1 relating to the internal control and To this end, the Director in Charge of the detailed examination of the structure of the agreement with the Director in Charge of risk management responsibilities assigned to ICRMS ensures that the ICRMS: system itself, its suitability and its eff ective the ICRMS. the Board of Directors and the Control and and proper functioning. In the specifi c area of contract risk Risk Committee, respectively, and subject to a) is an integral part of the Group’s To this end, the Board of Directors receives management, the operational process the observations made below with specifi c business ethic and operations, to this end an information briefi ng on the audit of identifying, evaluating and managing reference to the other subjects involved, the implementing appropriate information, activities conducted (already examined by contract risks is supported by a specifi c main features of the ICRMS adopted by the communications and training processes the Control and Risk Committee), from the application that guarantees consistency Company will be described below. as well as disciplinary and reward systems Head of Internal Auditing to verify whether with the logic and methods of ERM and which incentivise the proper management the Company’s ICRMS is actually eff ective which allows the related information to Identifi cation of risks of risks and discourage conduct that is in pursuing its objectives and whether any be historicised over time in a structured The risks are identifi ed based on the following contrary to the principles dictated by those shortcomings reported indicate a need to manner, making it part of the Company’s criteria: processes; improve the system. proprietary information over both the short a) nature of the risk, with particular reference b) can react promptly to signifi cantly risky The Board of Directors, at its meeting to and medium/long term thanks to a variety to operating and fi nancial risks, risks related situations arising within the Group or arising approve the fi nancial statements, also: of reports. to accounting rules (reporting risks) and from changes in the Group’s operating The audit plans prepared by the Internal to compliance risks that could signifi cantly environment; • examines the material business risks as Auditing Department are based on the impact upon the Company’s reputation; c) includes procedures for reporting notifi ed by the Director in Charge of the analysis and prioritisation of risks resulting b) signifi cant extent of the risk; immediately to the relevant level of the ICRMS, and assesses the manner in which from the periodic assessments conducted at c) signifi cant likelihood that the risk will Group hierarchy, to this end implementing these risks have been identifi ed, assessed the company level. materialise; organisational solutions that ensure access and managed. To this end, particular The guidelines approved by the Board of d) limited ability of the Company to reduce by the Departments directly involved in the attention is devoted to examining the Directors identify the main parties involved the risk’s impact on its operations. ICRMS to the necessary information and to changes that occurred during the last in bringing to fruition and implementing an the Company’s senior managers; fi nancial year of reference, analysing the eff ective ICRMS, defi ning their duties and Implementation of the ICRMS d) regularly verifi es the eff ectiveness of nature and extent of the risks and assessing responsibilities and providing for a system The ICRMS consists of and refers to policies, the ICRMS and the possibility of activating the Company’s response to these changes; of information fl ows that can maximise the procedures and conduct that, considered specifi c controls if weaknesses in the ICRMS • assesses the eff ectiveness of the ICRMS in results. together, enable the Group: are reported; dealing with such risks, focusing particular Fincantieri’s internal control and risk e) facilitates the identifi cation and prompt attention on any reported ineffi ciencies; management system involves the following a) to make its operations more effi cient, implementation of corrective actions. • considers what actions have been taken bodies/offi cers, each within their own enabling it to react appropriately to or should be promptly taken to remedy any purview: (i) Board of Directors; (ii) Control operating, fi nancial, legal or other risks that Assessing the eff ectiveness of the ICRMS shortcomings identifi ed; and Risk Committee; (iii) Director in charge impede the achievement of its business The periodic verifi cation of the adequacy • prepares any additional policies, processes of the ICRMS; (iv) Risk Offi cer; (v) Head of objectives; and eff ective operation of the ICRMS - and and rules of conduct that would enable Internal Auditing and the Internal Auditing b) to ensure the quality of its internal and its updating as appropriate - represents the Company to react appropriately to Department; (vi) Offi cer in Charge of external reporting system. This requires an essential activity of the ICRMS, aiming new risk situations or those that have not preparing the company’s fi nancial reports; using an eff ective registration system, as well to ensure that this system is functioning been properly managed so far. The periodic (vii) Supervisory Body; and (viii) Board as processes that generate a fl ow of relevant properly and completely. verifi cation of the adequacy and eff ective of Statutory Auditors. All of the Group’s and reliable information inside and outside The Board of Directors is responsible operation of the ICRMS - and its updating personnel, furthermore - within the purview the organisation; for conducting this periodic verifi cation, as appropriate - represents an essential and responsibilities of each - are expected c) to facilitate compliance with applicable with the support of the Control and activity of the ICRMS, aiming to ensure to actively participate in the maintenance, legislative and regulatory provisions as well Risk Committee. When conducting this that this system is functioning properly and updating and proper functioning of the as internal procedures; verifi cation, the Board of Directors ensures completely.

62 63 FINCANTIERI FINCANTIERI

Information fl ows supplemented by “risk and control Matrices”; Administration and Project Management of application systems to automate the In order to enable the various parties involved and ii) procedures and timetables for the Departments as well as the Board of processes and to support high transaction in the ICRMS to adequately carry out their administrative-accounting risk assessment Statutory Auditors and the Board of volumes. These application systems are based duties within that system, special information process, to identify the most important Directors). For the CoSO framework, this upon various diff erent IT support systems, fl ows are defi ned between the various levels processes for the purposes of accounting and type of controls includes those relating to risk including corporate networks, databases, of control and the competent management fi nancial disclosure. management, change management, integrity operating systems and other. Collectively, and control bodies, suitably coordinated in The 2019 Compliance System was shared and ethical values, as well as controls relating these defi ne the IT systems involved in the terms of content and times. with the Control and Risk Committee during to the active involvement of the Board fi nancial reporting process and, consequently, In addition to the information fl ows described the meeting held on 9 May 2019. of Directors and its Committees (if any), they should be considered in the design and in the paragraphs below, special information Fincantieri adopted the following program of corporate philosophy and operations, and the evaluation of internal controls. For these fl ows are also established between the tasks to support the certifi cations due under eff ectiveness of corporate communication, reasons, IT controls have a pervasive eff ect on corporate Departments assigned to second Law No. 262/2005: policies and procedures. the achievement of many control objectives. and third level controls. In particular, the • Assessment of “process level” controls: The IT General Controls (ITGC) are controls Managers of the second level control • Scoping: identifi cation of the area to be assessment of controls put in place at the used to manage and control IT activities Departments notify the Head of Internal analysed, i.e. the selection of the Companies, process level to verify whether they are as well as the IT environment. Automated Auditing of the critical issues found while accounts and processes that materially aff ect properly defi ned and operate eff ectively, in control procedures and manual control carrying out their activities, which could items on the fi nancial statements, using relation to the entities identifi ed during the procedures using information generated by IT be of interest to the Internal Auditing quantitative and qualitative parameters. scoping phase. The management responsible systems (“Application Controls”), depend on Department in conducting the checks within Scoping activities also aim to identify the for preparing the Company’s accounting the eff ectiveness of the ITGC. The relationship its purview. In turn, the Head of Internal companies, processes and sub-processes records must identify the processes and between the Application Controls and the Auditing informs the Managers of the other that are relevant for the purposes of the controls of business activities that are ITGC is based on the fact that the latter are control Departments about any ineffi ciencies, Fincantieri Group’s fi nancial statements, by of critical importance for the fi nancial necessary to support the operation of the weaknesses or irregularities found during the applying quantitative and qualitative analyses. statements and for the fi nancial reporting Application Controls, and both are necessary verifi cations conducted on specifi c areas or The quantitative analysis has been conducted process, and then document these processes to guarantee the complete, accurate and valid matters falling within the purview of such beginning with the consolidated fi nancial and controls as a basis upon which to assess processing of information. The corporate Departments. statements of Fincantieri for the year ended the control system and its operational organisations require IT support to ensure 31 December 2018. Qualitative analysis was eff ectiveness. To be eff ective, the internal that the general control environment Main characteristics of existing internal used to validate the results of the quantitative controls must be correctly designed. In as well as the application controls exist control and risk management systems in analysis and to identify the Group companies addition, the internal controls necessary and adequately support the compliance relation to the fi nancial reporting process most vulnerable to signifi cant risks or to provide reasonable assurance that the objectives of the corporate activity. Since (Compliance System pursuant to Law No. impacts, irrespective of the implications for Company’s accounting records are accurate 2015, Fincantieri adopted COBIT 5 as a 262/2005) the consolidated fi nancial statements. must be put in place and performed by reference model for the assessment of The Internal Auditing Department has • Assessment of “entity level” controls: suitably qualifi ed personnel who have the internal controls in the IT area; this - the latest developed the Compliance System pursuant assessment of controls implemented at authority and responsibility to implement version of that framework - can provide a to Law No. 262/2005 to analyse the the level of the entity identifi ed during them (process owners). Based on the representation of IT governance that refl ects signifi cant items of Fincantieri’s consolidated the scoping phase, to verify whether they verifi cation of the documentation relating to the central role of information and technology fi nancial statements and to trace these back have been properly defi ned and operate the processes taken into consideration, the in creating value for the enterprise. The to the corporate processes that help with eff ectively. Entity level controls are those Internal Auditing Department provides the Corporate Disclosure Systems Department the formation/preparation of economic- controls on which management relies to Offi cer in Charge with its assessment of the (CO or COCIO), supported by the Internal fi nancial information. This Compliance ensure appropriate conduct in line with eff ectiveness of the process control design. Auditing Department, is responsible System defi nes, among other things: i) the the Company’s approach and to maximise • Assessment of IT level controls: assessment for assessing the level and adequacy of specifi c components of administrative- the eff ectiveness of corporate bodies of IT controls implemented within the internal controls in the IT environment. The accounting disclosure, envisaging a system and departments considered critical from organisation to verify whether they have been assessment process developed by Fincantieri of administrative-accounting procedures the point of view of fi nancial reporting properly defi ned and operate eff ectively. to assess ITGC compliance is based upon the that is supported and, occasionally, suitably integrity (such as the Group Accounting and Transaction fl ows generally involve the use following key activities:

64 65 FINCANTIERI FINCANTIERI

- selecting control objectives: assessing the on the basis of which management in that they are periodically examined by the • with the support of the Risk Offi cer, oversaw signifi cance and application of the control charge of drafting the corporate accounting Board of Directors; the identifi cation, assessment and mitigation objectives proposed by the reference documents makes its certifi cation. • implementing the guidelines defi ned by the of the Company’s main risks, and invited the framework that are relevant to support the • Self-certifi cation by control owners: self- Board of Directors, looking after the design, Risk Offi cer to present them to the Control and certifi cates required pursuant to Law No. assessment process by which the control realisation and management of the ICRMS, Risk Committee and the Board of Statutory 262/2005; owners certify the eff ective operation of the and verifying its adequacy and eff ectiveness Auditors, submitting them to the Board of - identifying existing IT GCC, based on controls within the processes/sub-processes on an ongoing basis; Directors for review at the meetings held on 14 interviews with IT management and of direct relevance. • adapting the ICRMS to operational February 2019; examination of existing documentation, and • Internal certifi cations (Fincantieri): made dynamics and to the legislative and • as required by the updated ERM procedure, their association with the Governance & available by process owners to accompany the regulatory environment; requested the performance of interim checks Management Practices of COBIT 5; self-certifi cations (preceding paragraph). • formulating proposals for the Board on the reliability of existing controls and the - verifying the coverage level of the controls, • External certifi cations (subsidiaries included of Directors - with the agreement of the achievement of planned control objectives, in relation to the control objectives identifi ed in the area of consolidation): the process by Chairperson - relating to the appointment, inviting the Risk Offi cer to present the results as applicable and relevant; which the management certifi es the formal removal and payment of the Head of of these checks to the Control and Risk - designing additional control schemes for assessment of the eff ectiveness of the internal Internal Auditing, taking care to ensure Committee at its meeting on 7 November 2019; the relevant test procedures where gaps control structure and the related procedures. that the latter has adequate means and • received and examined the periodic reports have emerged in the context of the control resources to perform the relevant tasks and submitted by the Head of Internal Auditing. objectives identifi ed. The activities of testing, the self-certifi cation is remunerated consistently with company of control owners and the issuance of the policies; 3.2.2 Head of Internal Auditing and the • Testing: activities conducted by the internal and external certifi cations represent • requesting the Internal Auditing Department Internal Auditing Department Internal Auditing Department to assess the the totality of the verifi cation activities to check specifi c operating areas and verify The Head of Internal Auditing is Mr Stefano eff ectiveness of the ICRMS by conducting associated with the compliance program. compliance with internal rules and procedures Dentilli, whose offi ce was confi rmed by audit activities preparatory to certifi cation by The Control and Risk Committee and the when carrying out company transactions/ the Board of Directors’ meeting of 18 April management. Once the control schemes have Board of Directors are notifi ed of the results operations, simultaneously notifying same 2019, on a proposal from the Director in been shown to be eff ective, the controls must of these activities when approving the to the Chairperson of the Board of Directors, charge of the ICRMS, having received a then undergo eff ectiveness tests to prove their half-year report and the annual fi nancial the Chairperson of the Control and Risk favourable opinion from the Control and Risk operational status. This assessment is applied statements. Committee and the Chairperson of the Board Committee and consulted with the Board of to each control individually and the following of Statutory Auditors; Statutory Auditors. are the main steps involved in reaching the 3.2 Persons involved in the ICRMS and • reporting to the Board of Directors in good On this occasion the Board of Directors, assessment: associated responsibilities time about any problematic and critical issues after having received the views of the (i) defi ning the test plan; (ii) testing activities; With reference to the tasks and activities that have emerged during the course of the Director in charge of the ICRMS, as well as a (iii) identifying operating defi ciencies in the conducted by the Board of Directors, by Director’s activities or that have come to the favourable opinion from the Control and Risk controls; and (iv) discussing and identifying the Control and Risk Committee and by the latter’s attention, thus enabling the Board Committee and consulted with the Board corrective measures. The Internal Auditing Board of Statutory Auditors in relation to itself to take the appropriate action. of Statutory Auditors, also ascertained that Department carries out these activities at the ICRMS, please refer to the descriptions the Head of Internal Auditing has adequate the parent company and at the relevant provided in paragraphs 2.2.5, 2.3.1 and 2.4.3 During 2019 and in the fi rst few months of means and resources to carry out the judging entities downstream of the scoping above. 2020, the Director in Charge of the ICRMS: relevant responsibilities. process, makes the test results offi cial The Internal Auditing Department’s mission by communicating them to the relevant 3.2.1 Director in charge of the ICRMS • implemented the ICRMS Guidelines, is to monitor the adequacy of the internal companies/entities/process owners and The Director in charge of the ICRMS is overseeing the planning, realisation and control system of the Parent Company and monitors the implementation of the action responsible for: management of the ICRMS and ensuring its the subsidiaries, ensuring that its effi ciency plans agreed to mitigate the defi ciencies adequacy and eff ectiveness on an ongoing and eff ectiveness are improved on an identifi ed. The process owners are responsible • identifying the main business risks, taking basis, also taking into account operating ongoing basis by carrying out independent for implementing the action plans with a view into account the nature of the activities of the conditions as well as the legislative and and objective activities of verifi cation, to improving the internal control environment, Company and its subsidiaries, and ensuring regulatory environment; validation and consultancy.

66 67 FINCANTIERI FINCANTIERI

The Board of Directors has appointed the Head • to compare and exchange information the operational status and suitability of the assigned in the budget to this Department, of Internal Auditing to perform the following with the Director in charge of the ICRMS, the ICRMS, by means of an audit plan approved which are necessary to ensure that the tasks and responsibilities: Supervisory Body, the Board of Statutory by the Board of Directors that is based on a activities can be carried out independently or Auditors, the Offi cer in Charge and the external structured process of analysis and prioritisation with the use of external support. • to verify - on an ongoing basis and also auditors. of the most important risks; depending on specifi c requirements - the - has had direct access to all information useful 3.2.3 Risk Offi cer operational status and suitability of the ICRMS Depending upon the tasks assigned, the Head for performing the assignment; The role of Risk Offi cer, currently held by the within the Group, with reference to company of Internal Auditing: - prepared periodic reports containing Head of Internal Auditing, was created by procedures, the management of risks and adequate information on the activities carried the Company’s CEO on 22 November 2016. the measures implemented to safeguard • has no responsibility over any operating area, out, and sent them to the Director in charge of These two roles are compatible, since the against those risks, by means of an Audit plan and reports to the Board of Directors; the ICRMS, to the Control and Risk Committee Risk Offi cer does not perform operational approved by the Board of Directors, based • holds no corporate offi ces of any kind and to the Board of Statutory Auditors, and risk management tasks, but is involved upon a process of analysis and prioritisation of (except as member of the Supervisory Body) gave the Board of Directors its assessment exclusively in coordinating and in supporting the most important risks; in the Company and/or any of its operating of the suitability and adequacy of the management in the area of risk assessment • to prepare periodic reports containing subsidiaries; ICRMS, in its annual report on the audit plan tools and methodologies, and collecting and adequate information on the activities of the • has ongoing, unconditional access to all implemented; consolidating of risk mitigation outcomes. Head of Internal Auditing, on the manner company information, data, persons, databases - verifi ed, in the context of the audit plan, the More specifi cally, the Risk Offi cer is in which the risk management activities are and assets that may be useful for performing reliability of the information systems including responsible for: carried out, and on compliance with the plans the tasks assigned to him/her; accounting systems; drawn up to contain those risks. The periodic • submits a report to the Board of Directors on - performed a maintenance and testing of • supporting the Director in Charge of reports contain an assessment of the suitability his/her activities at least twice a year, liaising the General Computer Controls, developed the ICRMS in identifying the main risks to and adequacy of the ICRMS; with the Director in charge of the ICRMS, according to the reference framework COBIT which the Companies is exposed, taking • to draw up reports on particularly important with the Control and Risk Committee and 5 – IT Control Objectives for Sarbanes-Oxley into account the nature of the Company’s events in good time; with the Board of Statutory Auditors and, in (with the support of an outside party); operations and activities, and also those of • to submit its periodic reports to the Director carrying out his/her tasks, also interacts with - conducted the audits provided for in the its subsidiaries, and ensuring that they are in Charge of the ICRMS, to the Control and Risk the Supervisory Body and with the Offi cer in audit plan, as well as those required by Top submitted on a regular basis to the Board Committee, to the Board of Statutory Auditors charge; Management, or deemed necessary during of Directors for its examination; and to the Board of Directors; • independently manages the expenditure the year on the basis of their remit and • supporting the Director in Charge of • to verify, in the context of the Audit plan, the budget determined for his Department and for responsibilities; the ICRMS in defi ning integrated analysis reliability of the information systems including the Supervisory Body, both approved by the - coordinated audit activities at companies that methodologies for the measurement of the accounting systems, and the separation of Board of Directors, subject to agreement with qualifi ed within the scope of work of Law No. risks, to ensure that those risks can be tasks; the Director in charge of the ICRMS; 262/2005; viewed in a comprehensive manner and are • to analyse substantiated reports of problems • may assign an external consultancy fi rm - - provided operating support in optimising uniformly evaluated, and also accurately associated with the fi nancial statements, independent from the Company and the Group the framework of controls under Law No. measured and monitored on an ongoing the internal and/or external Audit and with - to perform a number of activities related to 262/2005 in the Group companies; basis; accounts auditing in general; his Department, if specifi c technical expertise - provided support for the activities of • supporting the operational activities of • to assist the Boards of Statutory Auditors is required which the Internal Auditing the Supervisory Body in accordance with the Director in Charge of the ICRMS and of the Company and of the Group in the Department cannot provide. Legislative Decree No. 231/2001; of the Control and Risk Committee by preliminary selection and assessment of the - conducted targeted assessments on the means of periodic information briefi ngs and external auditors’ proposals pertaining to the During 2019 and in the fi rst few months of implementation status of the SoD governance suggestions, ensuring compliance with the statutory audit of accounts; 2020, the Head of Internal Auditing: and provided support on developing adequate ERM methodology used at all phases of the • assisting the Supervisory Bodies (under reporting. risk management process; Legislative Decree No. 231/2001) of the - verifi ed - on an ongoing basis and also • liaising on an ongoing basis with Company and the Group in the performance of in relation to specifi c requirements and in The Head of Internal Auditing, in carrying out Departmental Managers to monitor Risk their duties; accordance with international standards - his duties, has adequate fi nancial resources Management activities;

68 69 FINCANTIERI FINCANTIERI

• ensuring the correct application of risk The above-mentioned Offi cer in Charge in the consolidation, as well as a description The Organisation Model is available management procedures; has implemented suitable administrative of the main risks and uncertainties facing on the Company’s Internet website at • reporting regularly to the bodies responsible and accounting procedures for preparing same; www.fi ncantieri.com in the “Ethics & for the ICRMS on the risk management the fi nancial statements and consolidated • for the abbreviated half-yearly fi nancial Governance” Section. process. fi nancial statements, and any other statements, that the interim management The Company’s Supervisory Body is communications of a fi nancial nature. report contains a reliable analysis of the established, under the Organisation System, During 2019 and in the fi rst few months of The Company’s acts and communications information referred to in Article 154-ter, in the form of a collegial body with an 2020, the Risk Offi cer: disclosed to the market pertaining to paragraph 4, of the Italian Consolidated Law adequate level of independence, professional accounting information, including annual on Finance (TUF). expertise and continuity of action. In • updated, together with the Director in reports, must be accompanied by a written particular, the Supervisory Body consists of: Charge of the ICRMS, the Risk Management declaration by the Offi cer in Charge To facilitate information fl ows, the Offi cer System, which maps the persons responsible certifying that they correspond to the data in Charge may attend Board of Directors’ • two members (one of whom acts as for managing and monitoring the risks contained in the Company’s accounting meetings where issues arise pertaining to Chairperson) selected outside the Company identifi ed; books and records. accounting matters. from persons of proven experience, • at the meetings of 22 and 25 February More specifi cally the Offi cer in Charge, He prepares periodic reports on the planning independence and professional expertise; 2019, submitted to the Control and Risk together with the CEO, certifi es the of activities required, and on the results • one member from with the Company, who Committee and to the Board of Directors, at following, in a special report on the annual of controls carried out, which are made holds the role of Head of the corporate the request of the Director in Charge of the fi nancial statements, on the consolidated available to the Board of Directors. Department that is most involved in the ICRMS, the risk assessment report as at 31 fi nancial statements and on the short-form He opens a direct and reciprocal information activities provided by law (Internal Auditing December 2018, and the interim checks on half-year fi nancial statements: channel with the Board of Statutory Department). the reliability of the controls in place and on Auditors, by organising regular meetings the achievement of the control objectives • that the administrative and accounting to examine signifi cant administrative issues The Supervisory Body is appointed by the planned at the Control and Risk Committee procedures applied during the period to and to assess the results of the work carried Board of Directors and remains in offi ce for meeting held on 7 November 2019; which the documents refer are adequate and out; he opens a similar channel with the three years. • met with management to explore risk have been eff ectively applied; Supervisory Body, by sending it periodic The Supervisory Body operates on the basis management issues in greater depth. • that the documents are drafted in reports on the results of the controls carried of “Rules governing the Supervisory Body’s compliance with applicable international out where these are of relevance to the Activities” that it adopts independently, 3.2.4 Offi cer in Charge of preparing the accounting standards recognized in the EU Supervisory Body’s specifi c purview. and that are transmitted to the Board of Company’s accounting records pursuant to EC Regulation No. 1606/2002 Directors for its information. These rules The role of offi cer in charge (the “Offi cer of 19 July 2002, of the European Parliament 3.2.5 The Organisation Model under establish the procedures to be followed in Charge”) of drawing up the corporate and Council; Legislative Decree No. 231/2001 and the by the Supervisory Body in formulating accounting documents was assigned to • that the documents correspond to the Supervisory Body an annual spending budget that is duly Mr Felice Bonavolontà, Head of the Group data contained in the accounting books and Fincantieri has adopted its own approved together with the annual budget. Accounting and Administration Department, records; Organisation, Management and Control The following are the main activities within by the Board of Directors at its meeting of 18 • that the documents truthfully and Model under Legislative Decree No. 231/2001 the Supervisory Body’s purview: April 2019, after consultation with the Board accurately represent the capital, profi t and (“Organisation Model”), the latest version of Statutory Auditors, to expire only when the loss and fi nancial position of the Company of which was approved by the Board of • monitoring the effi cacy of the Organisation acting Board of Directors ceases from offi ce. and of all of the companies included in the Directors on 10 March 2020 and consists System, which consists in verifying that actual In compliance with the provisions of Article consolidation; of a “General Part”, in which the principles, conduct is in line with the System established; 26 of the By-laws, the abovementioned • for the annual fi nancial statements and functions and essential components of • reviewing the adequacy of the Organisation Offi cer in Charge is an expert in the areas the consolidated fi nancial statements, that the Organisation Model are illustrated, and System i.e. its actual (and not merely formal) of administration, fi nance and control, and the management report includes a reliable “Special Parts”, in which the activities at capacity in general to prevent undesirable satisfi es the integrity requirements imposed analysis of the business performance and risk of crime, the principles of conduct and conduct; on Directors by applicable regulatory operating result, and of the situation of the control procedures are identifi ed for each • analysing whether the Organisation provisions. Company and all of the companies included type of crime considered relevant. System continues, over time, to satisfy the

70 71 FINCANTIERI FINCANTIERI

requirements of reliability and practicality; Conduct and of the Organisation System Human Resources and Industrial Relations received was used to guide autonomous • updating the Organisation System from members of the corporate bodies, Department to complete the regulation of verifi cations in terms of safety and the dynamically, as required, in cases where from Departmental Managers and from the variable part of the remuneration of environment; audits conducted point to the need for employees, external collaborators, middle managers and executives (MBO), by • in the course of its work, met with the corrections or adjustments. This last activity suppliers and customers, also adding restrictions aimed at preventing the Board of Statutory Auditors and some is generally carried out in two distinct but anonymously. The Supervisory Body commission of crimes relating to bribery heads of entities and departments, integrated stages: decides whether to carry out more in- and corruption; including the deputy head of the Human depth investigations or to dismiss and fi le • in the area of anti-corruption controls, Resources and Industrial Relations − submitting proposals to adapt away the report, giving adequate reasons it supported the process started by Department, the head of the Legal Aff airs the System to the corporate bodies/ for its decision. the Company to obtain ISO 37001 anti- Department and the Palermo construction Departments capable of eff ectively At the end of each year, the Supervisory corruption certifi cation in 2020, and the site manager; implementing them within the Company; Body drafts a report on activities carried activities carried out to implement the • focused on the issue of occupational − following up i.e. ascertaining the out, which it sends the Board of Directors Management System for the Prevention of safety and the environment, both by implementation and actual operation of the and the Board of Statutory Auditors. Corruption; monitoring the causes of accidents through solutions proposed; For further information on the requisites, • was involved in a number of actions special reports and by intervening in situ, tasks and responsibilities of the carried out on the subject of anti- alongside the competent department • monitoring the eff ectiveness of the Supervisory Body, seethe Organisation corruption, aimed at making third parties during Safety and Environmental audits at internal procedures and rules of corporate System that is available on the aware of the initiatives, procedures and the facilities; governance; abovementioned website. company practices on specifi c issues • assessed the periodic “warning reports” • examining any reports originating from The Supervisory Body, currently in offi ce through the Internet website. These issued by the Company Departments and, the control bodies or from any employee, for the three-year period 2018-2020 and interventions relate to improvements in on the basis of the results, carried out and organising any investigations duly appointed in offi ce by the Board of the Company’s procedural system and (where deemed necessary) special in-depth considered necessary. Directors on 25 January 2018, consists of: transparent reporting on sensitive issues analyses and/or issued recommendations to (e.g., lobbying in countries where it is comply with Company procedures; Furthermore, the Supervisory Body may • Guido Zanardi (external member and regulated, supplier qualifi cation process); • examined all reports received through support the corporate Departments in Chairperson); • provided support to the corporate bodies dedicated channels; after carefully charge of promoting initiatives aimed at • Giorgio Pani (external member); at their request for the interpretation and evaluating these, those worthy of attention raising awareness of the Organisation • Stefano Dentilli (Head of Internal correct application of the Company’s Code were examined in depth through activities System and reporting the need for Auditing). of Conduct and Organisation, Management specifi cally requested and conducted by disciplinary measures in the event of breach and Control Model; the Internal Auditing Department; of the same and of the Code of Conduct. During 2019 and in the fi rst few months of • requested and obtained information • approved its own annual report at the To perform its tasks, the Supervisory Body 2020, the Supervisory Body: about the continuation of the 231 training meeting held on 4 February 2020. has free access to all of the corporate programme, which involved 1120 resources Departments and may request that such • continued to promote the maintenance in 2019; 3.2.6 Board of Statutory Auditors Departments provide - on a periodic basis and updating of the Organisation Model • during all the meetings held in 2019, the For a description of the specifi c activities and/or upon request - information, data by the Company, with reference to the risk head of Coordination of the Prevention of the Board of Statutory Auditors on and news that are considered useful for the profi les associated with the new predicate and Protection Services (Safety and the matter, refer to the contents cited in performance of its duties. crimes included in Legislative Decree No. Environment), as well as the Legal Aff airs paragraph 2.4 of this Report. The verifi cations are conducted with 231/2001. It examined the new types of Department, provided updates, each for support from the Internal Auditing crimes included in the 231 category, and its own area of responsibilities, on the 3.2.7 External auditors Department and also, for specifi c topics, specifi cally “infl uence peddling”, a topic evolution of the Safety and Environment The external audit of accounts is entrusted other corporate Departments and external that was also discussed in depth with the auditing, on any inspection visits to by law to an external auditor appointed by consultants. Company’s Legal Aff airs Department; production units and on the actual or the Ordinary Shareholders’ Meeting, on a The Supervisory Body receives reports • proposed measures to improve the 231 potential legal implications, from the point proposal (duly justifi ed) from the Board of on alleged breaches of the Code of controls. Specifi cally, it proposed to the of view of Decree 231. The information Statutory Auditors.

72 73 FINCANTIERI FINCANTIERI

By resolution of 28 February 2014, 4. Regulation on related party transactions (i) “More Signifi cant Transactions” i.e. of non-executive Directors, the majority of the Company’s Shareholders’ Meeting and other corporate governance documents related party transactions that surpass the whom are independent. approved PricewaterhouseCoopers S.p.A. thresholds described in Articles 6.1 and 6.2 Bodies that approve Less Signifi cant as the external auditor from fi nancial year 4.1 Regulation on related party transactions of the RPT Regulation; and Transactions fully brief the Board of 2013 to fi nancial year 2021. In compliance with the provisions of Article (ii) “Less Signifi cant Transactions” i.e. related Directors and the Board of Statutory On 5 May 2014, the Company’s 2391-bis of the Italian Civil Code and party transactions that do not reach the Auditors about the implementation of those Board of Directors extended the with CONSOB rules on related party thresholds of signifi cance referred to in transactions, on a quarterly basis at least. assignment to the external audit fi rm transactions, on 5 May 2014 the Company’s point (i) above. The minutes of resolutions approving PricewaterhouseCoopers S.p.A. to include Board of Directors adopted the “Regulation Less Signifi cant Transactions should give the “limited” audit of the abbreviated half- governing related party transactions” The provisions of the RPT Regulation apply adequate reasons justifying the Company’s yearly fi nancial statements (pursuant to (the “RPT Regulation”), which identifi es to the abovementioned transactions, except interest in the transaction and the suitability Article 154-ter, paragraph 2, of the Italian the principles that Fincantieri adheres where they fall within any of the exclusions and substantive fairness of the relevant Consolidated Law on Finance (TUF) and to in order to ensure the transparency provided for by that Regulation or where conditions. Article 81 of the Issuers’ Regulations), and and the substantive and procedural exemptions under that Regulation apply in If the RPT Committee issues a negative an assessment of the Report on Corporate propriety of the Company’s related party relation to: (i) transactions involving small opinion on one or more Less Signifi cant Governance and Ownership Structure transactions, engaged in directly amounts; (ii) remuneration plans based Transactions, the Company (no later than (pursuant to Article 123-bis, paragraph4, or through its subsidiaries. on fi nancial instruments approved by the fi fteen days from the end of each fi nancial of the Italian Consolidated Law on On 3 December 2015, the Company also Shareholders’ Meeting; (iii) resolutions quarter) shall disseminate a document Finance (TUF)). adopted the “Management of Related concerning the remuneration of Directors specifying the counterparty, the subject The Shareholders’ Meeting of 5 April Party Transactions” procedure (the holding special offi ces (as well as other matter and the consideration pertaining to 2019 approved a supplement to the “Procedure”) with a view to describing and Executives with Strategic Responsibilities) all Less Signifi cant Transactions approved consideration payable to the external defi ning the process and the terms and that are consistent with the Company’s in the relevant quarter notwithstanding the audit fi rm PricewaterhouseCoopers operating procedures to accurately current Remuneration Policy; (iv) ordinary abovementioned negative opinion, and also S.p.A. for the audit of the accounts of manage related party transactions, transactions concluded on terms equivalent stating the reasons for distancing itself from FINCANTIERI S.p.A. for the fi nancial years defi ning the responsibilities of the various to market or standard conditions; (v) that opinion. By the same deadline, the RPT 2018, 2019, 2020 and 2021, amounting to corporate organisational units involved transactions with or between subsidiaries Committee’s opinion is made available to the EUR 10,000.00 per year, corresponding to in such transactions, engaged in and associated companies; and (vi) urgent public as an attachment to the information approximately 70 working hours. by Fincantieri directly or through its transactions. document or on the Company’s website. Finally, the Company’s Shareholders’ subsidiaries under the RPT Regulation. Meeting of 15 November 2019, in view of On 8 November 2018, the Company’s Less Signifi cant Transactions More Signifi cant Transactions the tender procedure launched by Cassa Board of Directors, following the opinion According to the RPT Regulation, Less According to the RPT Regulation, Depositi e Prestiti S.p.A. to identify a single of the Committee for Transactions with Signifi cant Transactions are approved by responsibility for resolving upon More Group auditor, resolved to approve Related Parties, expressed its favourable delegated bodies (“Delegated Bodies”) Signifi cant Transactions rests exclusively the consensual termination opinion regarding the adequacy and that are granted competence in relation with the Board of Directors, which makes of the statutory audit assignment granted eff ectiveness of the Company’s regulations to a specifi c Less Signifi cant Transaction, this decision after an in-depth examination to PricewaterhouseCoopers S.p.A., as in relation to transactions with related based on powers granted to them under of the transactions and their typical per the reasoned opinion of the Board of parties, consisting cumulatively of the RPT the Board resolution appointing them as conditions. This examination should be Statutory Auditors, with eff ect from the Regulation and the Procedure. delegated bodies. Where no Delegated supported by adequate documentation approval of the fi nancial statements as The RPT Regulations - available in full Bodies exist, competence for the approval illustrating the reasons for the Transactions, at 31 December 2019 and to grant, on the version on the Company’s Internet of Less Signifi cant Transactions rests with their appropriateness and the substantial Board of Statutory Auditors’ proposal, website at www.fi ncantieri.com in the the Company’s Board of Directors. fairness of the conditions under which they the assignment of Fincantieri’s statutory “Ethics & Governance - Internal control Less Signifi cant Transactions are approved are concluded. audit for the 2020-2028 fi nancial and risk management - short explanation through the non-binding opinion of a The Board of Directors resolves upon More years to the external audit fi rm of the system” Section - distinguishes Committee set up within the Board of Signifi cant Transactions subject to the Deloitte & Touche S.p.A.. between: Directors (the “RPT Committee”) comprised favourable opinion (duly justifi ed) of the RPT

74 75 FINCANTIERI FINCANTIERI

Committee, composed exclusively of non- to have been approved on condition that: to which the Company has substantially information, all members of the corporate executive and independent Directors. (i) the quora required by the Company’s adjusted in a timely manner even in the bodies as well as managers and employees The company representative or offi cer By-laws are reached; and (ii) if the non- absence of a formal amendment to the are, in any case, bound by a general that commenced the negotiations - or, as related shareholders present at the abovementioned procedures. confi dentiality obligation, and they are relevant, the Board of Directors (through Shareholders’ Meeting represent at least On 31 July 2017, the Company took steps to forbidden from disclosing outside the its Chairperson or any of its members) - ten per cent of the share capital with update the above procedures, in line with corporate information and documentation promptly informs the RPT Committee of voting rights, the majority of the unrelated the abovementioned European ranking that is obtained during the performance the commencement of the negotiations voting shareholders do not vote against the legislation, with the Italian Consolidated of their duties. More specifi cally, all such and the status thereof. The RPT Committee transaction (see also paragraph 2.1.1 above)15. Law on Finance (TUF) and the Issuers’ persons shall: (i) maintain the utmost or one or more members delegated by it The provisions of the RPT Regulation Regulations, where applicable. confi dentiality of information acquired in (“Member(s) Delegated to Negotiations”), (available on the abovementioned website) The internal Company procedures the performance of their work duties and, participate in the phase of negotiations should be consulted for additional “Procedure for the management and in particular, of inside information and and in the preliminary investigatory phase information related to the following, inter market disclosure of corporate information”, confi dential information; (ii) keep and fi le relating to the More Signifi cant Transactions, alia: (i) the defi nition of “related party” “Insiders’ Register” and “Internal Dealing with the utmost diligence the confi dential by promptly receiving a full fl ow of and “related party transaction”; (ii) cases Procedure” shall also take account of documentation obtained in the performance information, with the entitlement to request of exemption from the application of the the guidelines issued on the subject of their work duties, in order to ensure that information and to make observations to RPT Regulation; (iii) the RPT Committee by the European Securities and Market authorised persons alone can access the the Delegated Bodies and to the individuals and equivalent remedies; (iv) procedures Authority (ESMA) and by Consob and same; (iii) adopt all necessary precautions assigned to lead the negotiations or the in the case of the Shareholders’ Meeting’s the recommendations of the Corporate to ensure that the information circulates preliminary investigatory phase. remit or authorisation; (v) procedures for Governance Code. internally without negatively impacting The Delegated Body of the Company transactions carried out by the Company Subject to the foregoing, note that the the privileged or “insider” or confi dential responsible for implementing individual through subsidiaries; (vi) disclosure “Procedure for the management and market nature thereof, and also in compliance More Signifi cant Transactions fully briefs the obligations connected with More Signifi cant disclosure of corporate information” defi nes with personal data protection laws and Board of Directors, the Board of Statutory and Less Signifi cant Transactions; and (vii) the terms and procedures for Fincantieri’s regulations in force; (iv) ensure that the Auditors and the RPT Committee on the the adoption of “framework resolutions”, internal management and public disclosure information may be disclosed exclusively implementation of those transactions, at to which reference is made in the RPT of corporate information in relation to the in accordance with procedure and, in any least every quarter. Regulations, available at the above address. Company and its subsidiaries, particularly case, in compliance with the principles The minutes of resolutions approving taking into account: (i) the obligation to of correctness, transparency, veracity More Signifi cant Transactions should give 4.2 Inside Information publicly disclose inside information to the and protection of the integrity of such adequate reasons justifying the Company’s On 11 June 2014, the Company’s Board of market, (ii) the obligation to restore parity information. interest in the transaction and the suitability Directors, in accordance with the provisions of information in the event that inside The public disclosure of inside information and substantive fairness of the relevant of Article1.C.1, letter j) of the Corporate information is prematurely disclosed to directly involving the Company and its conditions. Governance Code, approved the “Procedure third parties or not bound by confi dentiality subsidiaries shall occur promptly and in The Board of Directors may approve for the management and market disclosure obligations arising from laws, regulations, accordance with the following principles: More Signifi cant Transactions despite of corporate information”. The Company By-laws or contracts, and (iii) the need to clarity, symmetry of information, consistency the RPT Committee’s warning against also adopted a procedure for keeping and ensure prudent, effi cient and confi dential and promptness. it, provided that the execution of such updating the “Insiders Register” and an management of all corporate information, For further information on the procedure RPTs is authorised, pursuant to Article “Internal Dealing Procedure”. including information other than inside in question, see the full version of the 2364, paragraph 1, number 5) of the On 21 June 2016, the Board of Directors was information. document available on the Company’s Italian Civil Code, by the Shareholders’ provided with extensive information about From a general standpoint, the internal website at indicated above. Meeting. In accordance with the provisions the innovations to EU legislation introduced management of inside or relevant of Article 11, paragraph 3, of the Consob by Regulation (EU) No. 596/2014 of the information (i.e. information that may 4.3 Code of Conduct Regulation on Related Party Transactions European Parliament and Council of 16 subsequently become inside information) All of the Company and Group activities are (“whitewash mechanism”), the resolution April 2014 (i.e., Market Abuse Regulation or is referred to the CEO’s responsibility. conducted in compliance with the law, with of the shareholders’ meeting is deemed MAR) and related implementing regulations, To ensure the confi dentiality of such International Conventions (e.g. the OECD

15 The same quorum also applies to transactions falling within the competence of the Shareholders’ Meeting in urgent cases associated with company crises.

76 77 FINCANTIERI FINCANTIERI

Anti-Bribery Convention of 1997) and in actively to its implementation and report Public Administration offi cials, so as to and Commercial Assistance Agreements; (iii) strict accordance with the human rights any shortcomings and instances of non- improperly obtain or retain a deal or other Donations, Gifts, Sponsorships, Giveaways enshrined in the UN Universal Declaration. compliance. favour or to secure an undue advantage and Hospitality; (iv) External Collaborations; Fincantieri operates according to the The Board of Directors and the company in one’s business aff airs. Specifi cally, it is (v) Confl icts of Interest; (vi) Management principle of fair competition, with honesty, management is responsible for verifying prohibited to make payments with a view to of Off set Agreements; (vii) Know Your integrity, fairness and good faith, respecting the Code of Conduct’s implementation and obtaining new agreements or to retaining Customer; (viii) Joint Ventures. the legitimate interests of Shareholders, application, and these corporate bodies/ old agreements, to speed up the processing In the process of continuous evolution employees, customers, commercial and offi cers may also make proposals to of offi cial documentation (e.g., customs and improvement of the Company’s fi nancial partners and of the general supplement or amend its provisions. services or environmental certifi cation) or to anti-corruption system, a project was public and local communities in which the For a description of the contents of the code unduly infl uence any person. launched in 2019 to obtain UNI ISO 37001 Company conducts its activities. of conduct, please refer to the contents of Secondly, it is prohibited to accept payments certifi cation in 2020 for the Management More specifi cally, Fincantieri promotes and the code itself, available in full version on the or items of value in connection with conduct Systems for the prevention of corruption, fosters Corporate Social Responsibility, Company’s website at www.fi ncantieri.com, that infringes the principles of the Policy, an objective included in the Company’s whereby the Company integrates its inside the “Ethics & Governance” Section. of the Code of Conduct or of applicable Sustainability Plan. The project, which relies social and environmental concerns into its documents and laws. on consulting support, sees the Internal strategic vision, disclosing its initiatives in 4.4 Anti-Corruption Laws Thirdly, since Fincantieri could in certain Auditing Department coordinating a work this context in Sustainability Budget. Given the extensive geographic context in cases be held liable for conduct that group made up of the Company Offi ces All those who work for Fincantieri, without which Fincantieri operates, the Company corrupts third parties such as agents, and Departments most directly involved exception or distinction, are committed to has adopted various internal rules aimed intermediaries, consultants and business in sensitive processes, to prepare and/or observing and ensuring the observance of at identifying and applying a global anti- partners, it collaborates only with integrate the Company’s procedural and such principles in the context of their own corruption policy that defi nes expectations commercial partners of proven repute; organisational controls to adapt them to tasks and responsibilities. for conducting business operations in strict therefore each commercial partner must certifi cation standards. At an organisational For the purposes of the foregoing, the compliance with the best international undergo a mandatory preliminary process level, in order to oversee the Company’s Company has adopted a Code of Conduct. standards on anti-corruption legislation. that establishes its ethical credentials. anti-corruption system, in accordance with Compliance with this Code of Conduct by The fi rst of these instruments is the “anti- Fourthly, Fincantieri and the Group the UNI ISO 37001 standard, the Board of all company employees is of fundamental corruption policy” (the “Policy”) adopted companies must keep accurate accounting Directors is responsible for identifying and importance for the smooth operation, by the Company in 2014 and updated in books and records: all transactions must appointing the “compliance department reliability and reputation of the Group, January 2019. The primary goal of this Policy, be properly recorded and supported by for the prevention of corruption”, giving it factors that represent a key asset for the together with the associated procedures, is reasonably detailed documents. the appropriate operational responsibilities Company’s ongoing success. to underline the Company’s and the Group’s The Group’s commitment to combating and authority to carry out its duties. To this Specifi cally, Fincantieri’s employees, commitment to combating corruption in all corruption - established in primis by the end, at the meeting held on 28 January in addition to fulfi lling their general its forms and to maintain a zero-tolerance Code of Conduct - is refl ected in a series of 2020, the Board of Directors established the duties of loyalty, fairness and good stance on corruption, by continually corporate documents that are its existing Anti-Corruption Department, appointing Mr faith in implementing their employment reinforcing the integrity and transparency means to combat corruption (“anti- Stefano Dentilli as head of the Department. agreements, shall refrain from activities of internal conduct in a way that positively corruption documents”) in the functional Since 2009, the instruments that the that are in competition with the Group’s impacts upon the Company’s reputation in and geographical areas in which the Group Company has adopted to prevent the activities, comply with the Company’s the areas and industries in which it operates. operates. risk of corruption include a system for rules and regulations and adhere to the In particular, through the Policy, Fincantieri This regulatory system that, moreover, the “Reporting of infringements to the principles of the Code of Conduct. Relations prohibits all practices that are corruptive is continually evolving and can be Supervisory Body” (“whistleblowing”), between employees, at any level, should be in nature: illegitimate favours, collusive supplemented at various stages, includes the defi ned in the Organisation Model, which characterised by principles of transparency, conduct, requests (made directly and/or following matters considered to be sensitive allows employees and third parties to report honesty, fairness and mutual respect. through third parties) for personal or career in nature, each of which is regulated by problems relating to non-compliance with Directors and all persons working in the favours for oneself or for others. specifi c documents or company practices: the provisions of the Code of Conduct, the Company shall familiarise themselves Firstly, it is forbidden to procure, promise or (i) Management of Relations with the Public Organisation Model, company procedures with the Code of Conduct, contribute off er items of value to any person, including Administration; (ii) Agency, Intermediation adopted by the Company or with legal

78 79 FINCANTIERI FINCANTIERI

regulations. The main characteristics of the Market (MTA), and the aim of this dialogue Company’s “whistleblowing” system provide is to ensure that these fi gures promptly for: receive full information on its activities. To this end, the Company has a special • two information channels, one of which corporate structure dedicated to managing is a computer networking channel, open to relations with shareholders and the market employees and third parties; (Investor Relations & Capital Markets • guarantee of confi dentiality of information Department). and on the complainant’s identity, without With the main aim of fostering constant prejudice to the obligations under the law; dialogue with shareholders and • commitment not to carry out retaliatory stakeholders, the Company has set up (disciplinary measures, downgrading, and maintains on its website a special suspension, dismissal) or discriminatory “Investor Relations” Section and an “Ethics actions in respect of the staff of the Company and Governance” Section, inside which who made the reports in good faith; the information of greatest interest to the • application of the system of penalties market can be found. against persons who violate the Specifi cally, the “Investor Relations” commitments, obligations and protections Section includes the main economic and guaranteed by the Company. fi nancial data and documents relating to the Company (such as fi nancial statements, In January 2019 an update of the Company’s half-yearly and quarterly reports, fi nancial whistleblowing computer system, which uses calendar, presentations to the fi nancial an independent platform that allows reports community, data on share performance, to be sent, with or without registration fi nancial press releases). on the system, and which represents an Events, signifi cant transactions and evolution in terms of eligibility to ensure the economic-fi nancial results are circulated confi dentiality of the sources and information through press releases, meetings and disclosed. conference calls with institutional investors This system complies with the relevant and fi nancial analysts, and are promptly legislative provisions (Law No. 179 of 30 made available also on-line. November 2017). The “Ethics and Governance” Section For more information on the whistleblowing includes documents and information on system and all the existing anti-corruption the Company’s corporate governance procedural tools, refer to the “Ethics & structure, such as: the By-laws, information Governance” Section of the Company’s on the composition of corporate bodies, Internet website at www.fi ncantieri.com. the remuneration of Directors, Statutory Auditors and Executives with Strategic 5. Relations with shareholders and Responsibilities and the internal control stakeholders and risk management system. This Section In accordance with the Corporate includes a special area dedicated to Governance Code’s recommendations, the Shareholders’ Meetings. All documents Company has had an ongoing dialogue with relating to the subsequent Shareholders’ its shareholders, institutional investors and Meeting are published in this area and other stakeholders since the date when its further information is provided to facilitate shares were listed on the Electronic Share Shareholders’ participation in the Meeting.

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ANNEX 1 and subsequently at the Directorate for European From October 2000 to April 2002 he was Chief Community Aff airs and International Aff airs. Executive Offi cer of Finmeccanica and since Curriculum vitae of the Members of the In May 1978, at the age of 23, he began a career in 1997 its General Manager, as well as interim diplomatic service. From 1980 to 1982 he served GIUSEPPE manager of some companies of the group Board of Directors BONO at the Embassy to the Holy See, and thereafter, companies such as Alenia Difesa and Ansaldo. from 1982 to 1985, as First Secretary to the Economics From October 2016 to January 2018, he was the and Commerce Sector at the Embassy in Moscow. President of Promostudi. From 2014 to March From 1985 to 1988, he was spokesman of the Italian GIAMPIERO 2016 he was Director of the Italian Strategic delegation in the work groups overseeing environment MASSOLO Fund. From 2012 to 2014, he was Chairperson and energy policy, State aid and industrial policy DATE OF BIRTH: 1944 of confi ndustria Gorizia. From March 2013 to at the Permanent Representation to the European PIZZONI (PROVINCE OF VIBO VALENCIA) PLACE OF BIRTH: September 2016 he was Chairperson of Vard Union in Brussels. ROLE: CHIEF EXECUTIVE OFFICER SINCE APRIL 2002 Holdings limited and from January 2013 to In 1990 he served at the diplomatic offi ce of the September 2016 he was Chairperson of Vard President of the Council of Ministers, when in 1993, Born in Pizzoni (VV) on 23 March 1944. Married DATE OF BIRTH: 1954 Group AS. WARSAW (POLAND) in Prime Minister Ciampi’s Cabinet, he became Deputy with two children, he graduated in 1970 in PLACE OF BIRTH: Career: In 1963, he attended a training course in ROLE: CHAIRPERSON OF THE BOARD OF DIRECTORS SINCE MAY 2016 Diplomatic Advisor. Business Economics at the University of Messina administration and on management control at In 1994, he was at the head of the Secretariat of the Born in Warsaw (Poland) in 1954, he graduated in with a thesis on “Budget and Multi-year Plans in Presidency of the Council of Ministers during Prime Fiat-Finmeccanica. From 1963 to 1971, he was the Political Science, with a specialisation in international a Large Company”. Minister Berlusconi’s fi rst Cabinet, and then in Prime person in charge of general accounting, fi nancial politics, at the Libera Università Internazionale degli On 20 October 2006, he was awarded an Minister Dini’s Cabinet. statements, business planning and management honorary degree in Naval Engineering from the Studi Sociali (LUISS) in Rome in 1976. In June 1996, he entered the Ministry of Foreign control in Omeca (Fiat-Finmeccanica Group and University of Genoa. He has been Chairperson of the Board of Directors Aff airs as Head of the Press and Information Service from 1968 in EFIM). He held the chair of “Management Control of FINCANTIERI S.p.A. since May 2016. and the Minister’s Spokesman. On 23 December 1997 From 1971 to 1993, he worked at EFIM where Since January 2017, he has been President of the he was appointed Envoy. Systems (Programming and Control)” at LUISS - he held positions with increasingly more Institute for International Political Studies (ISPI). From December 2001 to March 2004, he was Deputy Free International University of Social Studies of responsibility: Deputy Director of Programs and Positions: He is a Cavaliere di Gran Croce (i.e., Secretary General of the Italian Foreign Ministry; from Rome until 2010. Management Control; Managing Director of highest ranking honour for meritorious service or March to November 2004 he was Director General He is a member of the RUC (the Italian Register SOPAL (food industry); Chief Executive Offi ce of achievement) of the Order of Merit of the Italian for Multilateral Political Aff airs and Human Rights; and of Offi cial Auditors). Aviofer (defence and transport industries), until Republic , Consigliere Centrale of the “Società Dante from 20 November 2004 he was Head of the Cabinet On 23 May 2014 he was decorated with the he became, in 1991, Managing Director of the Alighieri”. Member of the Governing Board of the of the Ministry of Foreign Aff airs under Minister Italian Order of Merit for Labour. company itself. Società Italiana per l’Organizzazione Internazionale Gianfranco Fini. On 25 January 2017, he was awarded the honour Specifi cally, within the scope of EFIM’s (SIOI), the Steering Committee of the Istituto On 2 January 2006 he was appointed Ambassador. of Chevalier of the Legion of Honour. Management Inspectorate and Management Aff ari Internazionali (IAI), the Steering Committee From May 2006 to April 2007 he was Directorate- On 14 June 2017, the French Chamber of Control, he developed the Group’s strategic of the Libera Università Internazionale degli Studi General for Personnel. Commerce in Italy awarded him the Trofeo della planning system and management control, Sociali (LUISS), the strategic policy group of the In September 2007 he was appointed Secretary- Personalità Italiana 2017. organising a unifi ed information system, using LUISS School of European Political Economy General of the Ministry of Foreign Aff airs, the highest On 27 November 2017, he was awarded the MBA standard industrial accounting procedures. (SEP), the Advisory Board of Studio Legale Gatti appointment in the Italian diplomatic career. honoris causa in International Business by the He devised the processing of the consolidated Pavesi Bianchi and the Executive Committee of From April 2008 to 31 December 2009, he was MIB Trieste School of Management. balance sheet of the Group by adopting a International Chamber of Commerce of Paris. appointed as personal representative (Sherpa) of the Positions: Since April 2002 he has been the program for the consolidated chart of accounts Chairperson of the strategic committee of the President of the Council of Ministers for the G8 and for standard accounting principles (fi rst graduate program in “Global Governance” at the and the G20 Forums and was inter alia responsible, Chief Executive Offi cer of FINCANTIERI S.p.A. University of Rome Tor Vergata, member of the in that capacity, for coordinating the general topic Since 2013, he has been the Chairperson of organic body of such principles in Italy), Executive Committee of the Aspen Institute Italia of the Italian Council for the G8 Forum in 2009 Confi ndustria Friuli Venezia Giulia. participating, inter alia, in the Committee and Chairperson of the Scientifi c Committee of and the preparation of the Summit in Aquila. Since 2015, he has been a member of the established ad hoc at the Ministry of State “Diplomatia” On 11 May 2012, he was appointed by the Prime General Council of Confi ndustria. Holdings. Career: In 1977-78, he worked for FIAT in Turin, at Minister of Italy, Mario Monti, as Director General Since 2018, he has been the Chairperson of Giuseppe Bono joined Finmeccanica in 1993, the Directorate for Economic and Social Relations of the Security Intelligence Department. Fondazione Nord Est. and after having held the position of Director

82 83 FINCANTIERI FINCANTIERI

of Central Planning and Administration and fi nalised, which ensures Fincantieri the control non-executive Director of Borsa Italiana S.p.A. Positions: Chairperson of the Board of Finance Control, he was appointed in December and management of the Chantiers de L’Atlantique Since 2017, she has been a member of the joint Directors of Banca del Mezzogiorno - 1997 as Managing Director and interim head of shipyard in Saint-Nazaire, which is specialised in CONSOB-Università work group on Fintech. Mediocredito Centrale since April 2015, Alenia Difesa and Ansaldo. In October 2000, he the construction of large cruise ships and surface She has been a member of ESMA’s Group of confi rmed in September 2017. was appointed as Chief Executive Offi cer and military ships. The cooperation with France will Economic Advisors since 2016. Chairperson of the Board of Directors of General Manager of the Group. also be extended to the military fi eld with the From 2014 to 2017, she was an independent non- F2i - Fondi Italiani per le Infrastrutture since Mr Bono held those positions until April 2002 continuous alliance between Fincantieri and Naval executive Director of Aletti Gestielle SGR. November 2017, with subsequent confi rmation when he was appointed Chief Executive Offi cer Group. As a result of the integration with the three Since 2013, she is scientifi c advisor in MEFOP in March 2019. of Fincantieri, one of the most important players involved, a world leader will emerge in the (Development Market of Pension Funds). Career: In 2013, he was Economic and Legal shipbuilding groups in the world and a leader construction of complex vessels with high added Career: She began her professional career Advisor to the Chairperson of the Board in diversifi cation and innovation. Under his value, with total annual revenues of around EUR in 1994 providing consulting, scientifi c and with responsibility for relations with Italian leadership, the company became a world leader 10 billion, a workload of around EUR 50 billion, a training activities at Borsa Italiana S.p.A., the companies and corporations. During the Letta in the design and construction of cruise ships cutting-edge technology portfolio and a strong European Commission, Assogestioni, and Government (April 2013 - February 2014), and a reference operator in all the sectors of presence in more than 20 countries, employing other banks and fund managers. From 1994 he represented the Presidency in relations high-technology shipbuilding, from military 35,000 employees directly and it is estimated to 2000, she was a researcher in Economics with the under secretariat and the economic vessels to off shore vessels, from special vessels that, in Europe, it indirectly employs over of Financial Intermediaries at the L. Bocconi ministries. and highly complex ferries to mega-yachts, 120,000 people. University of Milan. From 2000 to 2005, she was He has worked on turnaround operations as well as in ship repairs and transformations, associate professor of Economics of Financial in fi nancial stress situations. Specifi cally, manufacture of systems and components and in Intermediaries at the L. Bocconi University in he has overseen the fi ling and managing the off er of after-sales services. Milan, also directing the CEMS-MIM Master‘s composition with creditors and bankruptcy In response to the crisis, which since 2008 program between 2003 and 2005. procedures, acquisitions and corporate has not spared even the shipbuilding sector, a Since 2005, she has been a professor at governance. An expert in commercial law, SDA Bocconi School of Management and a with a particular focus on corporate law and plan was launched to expand and reposition BARBARA the Group on a global scale, focusing on a ALEMANNI researcher at the Carefi n-Baffi research centre corporate litigation, he was legal trustee of the strategy of diversifi cation of business. In 2009, at L. Bocconi University in Milan. bankruptcy division of the Court of Naples. the American group Marinette was acquired, In the course of his legal activity, he has acted which is a reference supplier for the U.S. as the custodian of companies and assets on Navy and the U.S. Coast Guard. The Group’s behalf of the Court of Naples and the Public internationalisation process continued in 2013 DATE OF BIRTH: 1964 Prosecutor’s Offi ce, he has administered real ACQUI TERME (AL) with the acquisition of Stx Osv, currently Vard, PLACE OF BIRTH: MASSIMILIANO estate and corporate assets seized from the ROLE: DIRECTOR SINCE APRIL 2019 a leader in the construction of support vessels CESARE clans, up to their confi scation. He has also for the oil and natural gas extraction and She graduated in Economics in 1989 from L. collaborated with the government commission production, with factories in Norway, Romania, Bocconi University and obtained her MSC in set up to develop proposals for the fi ght, Vietnam and Brazil. Fincantieri, which in the Finance from City University Business School in including assets, against crime (April 2013 - meantime under the guidance of Mr Bono London in 1993. February 2014). was listed on the stock exchange in 2014, Since 2005, she is the chair of Economics DATE OF BIRTH: 1967 NAPLES became the only Western producer capable PLACE OF BIRTH: of Financial Intermediaries at the University ROLE: DIRECTOR SINCE MAY 2014 of competing with the Asian giants. With a of Genoa and also carries out research and turnover of over EUR 5 billion, it has 20 factories scientifi c consultancy at SDA Bocconi. Born in Naples on 24 March 1967, he graduated in 4 continents, of which 8 are in Italy, employing Positions: Since 2019, she has been a member in Law from the University “Federico II” of more than 19,000 employees, including over of the Investment Committee of IIT (Fondazione Naples and has been a lawyer since 1997. 8,400 in Italy. The company’s international Istituto Italiano di Tecnologia). Since May 2014, he has been a Director of outlook is expected to grow further by virtue Since 2018, she has presided over the Lasallian FINCANTIERI S.p.A. and has also served two of the historic agreement signed between Italy Committee of the University of Genoa. terms as Chairperson of the Control and Risk and France which is in the process of being Since 2017, since she has been an independent Committee.

84 85 FINCANTIERI FINCANTIERI

sustainable development, international successive terms, she was Chairperson of fi nancial reports, economic and fi nancial INARCASSA, engaged in the development of matters, and offi cial statistics. INARCASSA’s fi nancial assets (the fi rst Asset LUCA PAOLA ERRICO From 1994 to 2016, he was part of the staff MURATORIO Allocation was prepared at the beginning of of the International Monetary Fund where he her tenure as Chair in 2000). held positions with increasing responsibilities, With the adoption of fi nancial management from Economist to Division Head, in various based on risk control, she achieved signifi cant departments and was extensively involved results on the securities investment front; YEAR OF BIRTH: 1966 in the Fund’s main activities - surveillance, 1949 she led the reforms that ensure the fi nancial MILAN YEAR OF BIRTH: PLACE OF BIRTH: funding programmes, and technical PLACE OF BIRTH: IMPERIA sustainability of INARCASSA at 50 years of DIRECTOR SINCE APRIL 2019 DIRECTOR SINCE MAY 2016 ROLE: assistance - following a wide range of ROLE: age as required by the “Salva Italia” Decree. Born in Milan on 2 July 1966, he graduated countries in Africa, Europe, the Middle East, Born in Imperia (IM) in 1949, she graduated She was also a member of the Board of with honours in Political Economics with Latin America, Asia and the Far East. He has with honours in Architecture at the Polytechnic Directors of ADEPP, the trade association for a specialisation in Monetary and Financial represented the Fund in G-20 expert groups of Turin in 1973. She has been private pensions. Economics from the Bocconi University in and high-level international governance a Director of FINCANTIERI S.p.A. since She has been “rapporteur” at many Milan in 1989. He is an economist, a former bodies including the International Regulatory May 2016. conferences on welfare and fi nancial issues. Oversight Committee for the Global Legal She has participated in continuing education manager of the International Monetary Fund, Positions: Chairperson of the Board of with 30 years of professional experience in Entity Identifi er and the Secretariat of the courses at Assogestioni on related Directors of 2iRete Gas. the public, private and academic sectors. Financial Stability Board in Basel where he party transactions, remunerations and She has been a member of the Board of Since April 2019, he is a Director of has coordinated wide-ranging international responsibilities of the directors and statutory Directors of Fimit SGR, a member of the FINCANTIERI S.p.A. and a member of the economic policy, architecture and fi nancial auditors in listed companies. Kairos Centauro Fund Advisory Committee, Nomination Committee and the Sustainability stability initiatives including the development Chairperson of the Investment Committee Committee. of the macro-prudential regulatory system of Sub-Fund Two of the Real Estate Fund Positions: He resides in Washington where he for systemically important global fi nancial Inarcassa RE and Independent Director and is an international consultant and independent institutions, the monitoring of off shore Member of the Nominations and Remuneration advisor to, among others, the United fi nancial centres, and the revision of the Committee of Enel Green Power. Nations Agencies and International Financial OECD principles on corporate governance. Career: She is qualifi ed as an architect and has Institutions. He also covered critical institutional been a member of the Order of Architects of He is a member of the American Association responsibilities in the Fund such as strategic of Economists and the European Association planning, budgeting, and management the Province of Imperia since February 1974. of Economists. control (risk and performance). The offi ces During her career, she developed many urban Since 2016, he has taught at the School of he has held include heading the Financial development projects and infrastructure Economics of the University of International Institutions Division and the Strategy, construction and service industry projects, Studies in Rome. Standards and Analysis Division. including the project for the marina of Santo Since 1995, he is a Statutory Auditor and From 1991 to 1994, at Mediobanca’s Financial Stefano al Mare (IM), with a berth capacity of a registered in the Register of Statutory Service in Milan, he was involved in strategic thousand vessels, and the project for the new Auditors of the Ministry of Economy and consulting, mergers and acquisitions, capital headquarters of the Chamber of Commerce Finance. increases and stock market listings and was of Imperia, which included renovating an Since 1993, he is a Chartered Accountant a Standing Auditor of companies in the industrial building from the 1920s. registered with the Milan Chamber of Certifi ed Mediobanca Banking Group. From 1985 to 1996, she was President of the Public Accountants and Accounting Experts. From 1989 to 1991, he was assistant professor Imperia Order of Architects and was elected Career: Since 2016, he is the owner of a of Finance Science in the Department of INARCASSA delegate for the Liguria Region fi rm of partners that provides independent Political Economics at L. Bocconi University in 1990. In 1995, she was appointed Deputy analysis and assessment of macroeconomic and researcher at the University’s Public Chairperson of the Board of Directors of policies and programmes and support for Sector Economics Research Centre. INARCASSA. From 2000 to 2015, for three

86 87 FINCANTIERI FINCANTIERI

al Merito of the Italian Republic. liquidity, investment portfolio and Asset Career: She developed her career in Liability Management. Marconi S.p.A., a leading company in Since 2017, he has been a member of the ELISABETTA FABRIZIO OLIVERI telecommunications technologies, gradually PALERMO Italian-French Commission for the alliance acquiring roles of increasing responsibility project between Fincantieri and Naval Group. and becoming Senior Vice President for Since 2019, he is Co-Chairperson of the Italy- Strategies of Marconi Mobile S.p.A. China Business Forum. In 2001, she joined the Sirti Group, a leader in He was also Chairperson of the Board of YEAR OF BIRTH: 1963 the fi eld of engineering and plant engineering YEAR OF BIRTH: 1971 Directors of CDP Equity, member of the VARAZZE (SV) PERUGIA PLACE OF BIRTH: of telecommunications networks, initially PLACE OF BIRTH: Board of Directors of Fincantieri USA Inc., ROLE: DIRECTOR SINCE APRIL 2019 ROLE: DIRECTOR SINCE MAY 2016 holding the position of Director of Strategies Vard Group AS, Vard Holdings Limited, Born on 25 October 1963, she graduated with and Business Development. She was Born in Perugia in 1971, he graduated with Risparmio Holding S.p.A., Equam S.p.A., the honours in Electronic Engineering from the subsequently appointed General Manager of honours in Economics and Business at the Investor Committee of the Italian Recovery State University of Genoa in 1987. the Group and fi nally Chief Executive Offi cer. La Sapienza University of Rome in 1994. Fund (formerly Atlante II), the Board of After a career in the technical fi eld, she From 2011 to 2019, she was CEO of Gruppo He has been a Director of FINCANTIERI S.p.A. Directors of Open Fiber S.p.A. and a member developed extensive experience as General Fabbri Vignola S.p.A., a leader in the food since May 2016. of the Atlante Fund’s Investor Committee. Manager and Chief Executive Offi cer of packaging sector for fresh products, which Positions: Since 2018, he has been holding complex realities. Over the last 10 years, received the award of “Excellent Company” the offi ce of Chief Executive Offi cer and she has further consolidated her extensive from the SME/Global Strategy by virtue of General Manager of Cassa Depositi e Prestiti experience as a non-executive Director in the profi tability results achieved in the 2012- S.p.A. He is Chief Executive Offi cer of CDP important Italian and foreign companies, 2016 fi ve-year period. Reti S.p.A. since 2019. FEDERICA chairing Advisory Committees and holding From 2011 to 2014, she was an independent Career: He began his professional career SANTINI the role of Lead Independent Director. Director of ATM - Azienda Trasporti Milanesi, in 1995 in London in Morgan Stanley’s Positions: Since May 2019, she is Chairperson also holding the position of Chairperson of Investment Banking Division where he of Sagat S.p.A., the managing company of the Supervisory Body. was primarily involved in equity and Turin airport. From 2012 to 2016, she was a non-executive bond placement, acquisition and merger Since April 2018, she is an independent Director of Eutelsat S.A. and a member of the transactions. YEAR OF BIRTH: 1983 ROMA Director of ERG S.p.A., and a member of Audit Committee. From 1998 to 2005, he was a strategy PLACE OF BIRTH: ROLE: DIRECTOR SINCE APRIL 2019 the Control and Risk Committee and of the From 2014 to 2018, she was a non-executive consultant at McKinsey, specialising in Strategic Committee. Director of Banca Farmafactoring S.p.A., restructuring, transformation and re- Born on 29 April 1983, she graduated with Since April 2019, she is an independent chairing both the Remuneration Committee launching transactions of major industrial and honours from LUISS Guido Carli University in Director of Fincantieri S.p.A., a member of the and the Committee for Transactions with fi nancial groups. 2007. Remuneration Committee and Chairperson of Related Parties. In 2005, he joined the Fincantieri Group Since 2018, she is Chairperson of Trenord S.r.l., the Sustainability Committee. From 2012 to 2019, she was an Independent as Director of Business Development and a company owned by Trenitalia (Gruppo FS Since September 2019, she is also an Director of Gedi S.p.A., acting as Lead Corporate Finance reporting to the Chief Italiane) and FNM (Ferrovie Nord Milano). independent Director of Trevi Finanziaria Independent Director, Chairperson of the Executive Offi cer, subsequently assuming Positions: Since 2017, she holds the position Industriale S.p.A., Chairperson of the Control and Risk Committee and member of the position of Chief Financial Offi cer (2006- of Director of Strategies, Innovation and Nominations and Remuneration Committee the Committee for Transactions with Related 2014) and Deputy General Manager (2011- Information Systems of Italferr S.p.A., a company and member of the Committee for Related Parties. 2014). belonging to the Gruppo Ferrovie dello Party Transactions. From 2010 to 2019, she served as an From 2014 to 2018, he was Chief Financial Stato Italiane, and is responsible for business She is Founder and President of the Furio independent Director of SNAM, where she Offi cer and Manager responsible for plans, extraordinary transactions, competitive Solinas Onlus Foundation, a non-profi t was Chairperson of the Control, Risks and preparing the Cassa Depositi e Prestiti positioning and business development, market organisation with charitable purposes. Committee for Related Party Transactions Group’s fi nancial reports, assuming analysis, institutional relations, innovation, In 2016 Federmanager - Aldai awarded her and a member of the Remuneration responsibility for both postal and bond sustainability, quality, environment and security, the “Merit and Talent” award. She is Cavaliere Committee, after chairing it for three years. funding and for managing the Group’s as well as information systems and digitalisation.

88 89 FINCANTIERI FINCANTIERI

She has been a Director of Trenitalia UK Ltd., 2003 and 2008; member of the Executive Vice President of TSGA, TAP and TSI Services Committee of ITACA from 2001 to 2003; Governance Association, and is currently Director of Autovie Servizi S.p.A., between FEDERICA a member of the GROW (Generating real SEGANTI 1995 and 1997; Director of Autovie Venete opportunities for women) Committee of LUISS S.p.A. between 1994 and 1997; Chairperson Business School, a member of the Scientifi c of Adriatic Business Company S.r.l., from Committee of Telma Mobility Lab, a member 1993 to 1997. of the Honorary Committee of Premio Italia Career: She began her academic career Giovane and a board member of the Digital YEAR OF BIRTH: 1966 in 1991 as Professor of Finance at the Advisory Board of LUISS. PLACE OF BIRTH: TRIESTE Core Faculty of the MIB Trieste School of DIRECTOR SINCE APRIL 2019 She is also an associate member of the Centre ROLE: Management and from 1995 to 1998 she for American Studies. Born on 29 May 1966 in Trieste, she holds a was Teaching Coordinator of the Master’s From 2016 to 2017, she was Director of PhD in Finance from the School of Finance programme in Transport, Intermodality and Strategic Planning at Trenitalia S.p.A., reporting (University of Trieste, Udine, Florence and Logistics at the same institute. directly to the CEO, with responsibility for L. Bocconi University in Milan) and an MBA In the meantime, between 1992 and 1993, she business plans, Mergers & Acquisitions, in International Business, with High Honours was a member of the work group consisting internationalisation, international relations, from the MIB Trieste School of Management. of Finporto S.p.A., Fiat Impresit S.p.A. and competitive positioning, market research, Since 1991, she is a Professor of Finance Italferr S.p.A. customer satisfaction analysis and Voice of at the Core Faculty of the MIB Trieste Between 1997 and 1999, she taught the Customer, coordination for the innovation of School of Management and since 2016 she course in Transport Economics at the sales channels between Trenitalia Business is a Professor of Banking and Insurance University of Trieste. Units , coordination for CRM between Technology at the University of Udine. Between 2000 and 2004, she was Director Trenitalia Business Units, strategic commercial Positions: Since 2019, she is Executive of the Project Financing specialisation partnerships with external partners, such Chairperson of Friulia S.p.A. and Director of course at the MIB Trieste School of as Enjoy, My Taxi, and others, sustainability, Finest S.p.A., a company of the Friulia Group. Management and since 2003, she is energy, innovation, and subsidised fi nancing. She is an independent Director of Programme Director of MIRM (Master in Career: In 2008, after graduating, she began Autostrada Pedemontana Lombarda S.p.A. Insurance & Risk Management) at the same her professional career at the Cabinet of since 2018. institute. the Ministry of Foreign Aff airs, Analysis and Since 2017, she is an independent Director of She has also carried out institutional Planning Unit, carrying out foreign policy Hera S.p.A. and an independent Director of activities, holding diff erent positions, watch tasks. InRete S.p.A., a Hera Group company. which include: Member of the Trieste Then, in 2008, she joined Ernst&Young Since 2013, she is an independent Director of Fund Commission to the Government Financial Business Advisors S.p.A., where Eurizon Capital SGR S.p.A. Commissioner of the Friuli - Venezia she remained until 2016 and where, as Senior She has also held numerous positions Giulia Region (1998-2003); Councillor for Manager, she oversaw numerous projects for over the years, including: member of Building, Public Works and Spatial Planning diff erent Italian and international clients, from the Occupational Pensions Stakeholder in the Autonomous Friuli - Venezia Giulia both the private and public sectors, including Group of EIOPA (European Insurance and Region (2001 - 2003); Councillor for Ferrovie dello Stato Italiane, Trenitalia, Occupational Pensions Supervisor), from Spatial Planning, Local Self-Government Fondazione Ferrovie dello Stato Italiane S.p.A., 2010 to 2016; member with permanent and Security, Community Aff airs and Rete Ferroviaria Italiana S.p.A., the Ministry delegated powers of ECOS, between 2010 International Relations in the Autonomous of Infrastructure and Transport, Ministereul and 2013; member of the Consultative Friuli - Venezia Giulia Region (2008 - 2010); Transporturilol (Romania), UIRNET S.p.A., Panel of CEIOPS (European Insurance and Councillor for Productive Activities with European Commission - Directorate General Occupational Pensions Authority) from 2008 delegated power for Local Police and TREN - Motorways of the Sea, European to 2010; Commissioner COVIP (Pension Security in the Autonomous Friuli - Venezia Commission - Directorate General Transport. Funds Supervisory Commission) between Giulia Region (2010 - 2013).

90 91 FINCANTIERI FINCANTIERI

ANNEX 2 2009-2011) now Break Holding S.r.l. (company in the training course organised by the Scuola liquidation). di Alta Formazione (SAF) of the Milan Curriculum vitae of the Members of the She was alternate auditor of SYNERGO SGR Chamber of Certifi ed Public Accountants and FIORANNA VITTORIA Board of Statutory Auditors NEGRI S.p.A. from November 2018 to December 2019. Accounting Experts, which has as its theme “The Since December 2016, she has been a member professional activity of the Board of Statutory of the “Committee for the continuing education Auditors with statutory audit in SMEs”. She of statutory auditors” established by the MEF. is a lecturer at the Statutory Audit Master’s Since 14 February 2017, she has held the offi ce of programme organised by the Milan Chamber of Chairperson of the Corporate Law Commission Certifi ed Public Accountants and Accounting YEAR OF BIRTH: 1958 GIANLUCA ACQUI TERME (AL) of the Milan Chamber of Certifi ed Public Experts and its foundation. FERRERO PLACE OF BIRTH: ROLE: STANDING AUDITOR FROM MAY 2014 Accountants and Accounting Experts. She was a speaker at conferences organised by Since 21 November 2017, she has been a member the Chamber of Certifi ed Public Accountants Standing Auditor of FINCANTIERI S.p.A. since of the “Audit Study Area” of the Foundation and Accounting Experts of Bergamo, Milan and May 2014. of the Order of Chartered Accountants and Verona on the subject of the listing of SMEs Graduated in Business Economics in 1982, she is Auditors (ODCEC) of Milan. and on the subject of business continuity: YEAR OF BIRTH: 1963 PLACE OF BIRTH: TURIN a chartered accountant and statutory auditor. Her experience was gained from more than 30 “The statutory audit and supervision of the ROLE: CHAIRPERSON OF THE BOARD OF STATUTORY AUDITORS SINCE She was Sole Director of Negri S.r.l. in years of auditing diff erent types of companies Board of Statutory Auditors in situations of MAY 2014 liquidazione and has been the Managing Partner active in the trade, industry, publishing, tourism, business crisis”, “Liquidation and dissolution Chairperson of the Board of Statutory Auditors of of Negri Carlo Legnami s.a.s. since 1986. services and fi nancial sectors and, among of companies”, “The Internal Control and FINCANTIERI S.p.A. since May 2014. She has been a shareholder and, since 2014, also these, also companies listed on the Milan Stock Risk Management System”, “Extraordinary Born in Turin in 1963, he graduated in Business Deputy Chairperson of the Board of Directors Exchange and AIM in Milan. During this period, transactions such as the contribution, merger, Economics in 1988 and is a chartered accountant. of PKF Italia S.p.A. Since 2013, she has also been she also acquired diverse experience in all spin-off , liquidation”. Enrolled since 1995 in the Roll of Certifi ed Chairperson and Chief Executive Offi cer of professional activities related to the analysis of Accountants, also a Court Technical Expert at the IFIREVI S.r.l. procedures at various levels and departments. Court of Turin. She was a partner and Deputy Chairperson She started her professional experience in 1982 He is Chairperson of the Board of Statutory with delegated power of ISMGEO S.r.l. (Istituto in Italaudit S.p.A. (formerly Grant - Thornton Auditors of Luigi Lavazza S.p.A., Praxi Intellectual Sperimentale Modelli Geotecnici) from 2000 S.p.A.), from 1988 as manager and from 1996 as Property S.p.A., Biotronik Italia S.p.A., Emilio until July 2019. partner. She then joined Fidalta S.p.A., as case Lavazza S.a.p.a., and P. Fiduciaria S.r.l. She is an Equity Partner of BDO Italia S.p.A. representative, until 2006. He alsoNICOLETTA acts as Standing Auditor in Fenera since February 2017 and a shareholder of BDO From 2007 to 31 January 2017, she was a GIADROSSI Holding S.p.A. and in Techwald Holding S.p.A. T&L STP since 14 February 2017. signatory partner of PKF Italia S.p.A., a company He is Deputy Chairperson of the Board of She was a Standing Auditor of Recipharm S.p.A. in which she was responsible for the National Directors of Banca del Piemonte S.p.A., member for the 2017-2019 three-year period. Technical Management, professional courses and of the Board of Directors of Francesco Franchi She is Chairperson of the Board of Statutory professional technical updating, as well as Head S.p.A., Italia Independent Group S.p.A., LOL S.r.l., Auditors of Life Care Capital S.p.A. listed on AIM, of the Quality Control Committee and member Pygar S.r.l. for the 2018-2020 three-year period. of the Risk Management Committee, the PKF Finally, he is Sole Director of San Carlo 2016 She is standing auditor of the company Centro Scientifi c Committee and the Quality Control Immobiliare S.r.l. Servizi Navali S.p.A., for the 2018-2020 three- Committee of PKF International. year period. She is a contributor to the journal “Il Revisore She is a standing auditor of GamesLodi S.p.A. for legale” published by Gruppo Sole 24 Ore and a the 2018-2020 three-year period. member of the journal’s Scientifi c Committee. She is a Statutory Auditor of EIDOSMEDIA S.p.A. She is a member of some of Assirevi’s technical for the 2019-2021 three-year period. study and work groups and a member of the She was a member of the Board of Statutory Assirevi Management Committee. Auditors of Marni Holding S.r.l. (three-year period She was one of the lecturers who spoke at

92 93 FINCANTIERI FINCANTIERI

Auditor of Acea S.p.A. and Telecom Italia Media Regulatory Commission of the Credit and Financial S.p.A., F2i SGR S.p.A., STA S.p.A. (Mobility Institutions of the Rome Chamber of Certifi ed Agency of the Municipality of Rome), Società Public Accountants and Accounting Experts. ROBERTO ALBERTO SPADA DE NIGRO Italiana Cauzioni S.p.A., Ergo Assicurazioni S.p.A. and Ergo Previdenza S.p.A. (Munich RE Group), and Chairperson of the Board of Statutory Auditors of Ama S.p.A., Tim Real Estate S.r.l. (Munich RE Group); Statutory Auditor of Tim MASSIMILIANO YEAR OF BIRTH: 1963 YEAR OF BIRTH: 1958 Real Estate S.r.l. (Telecom Italia Group); Deputy NOVA CUNEO ROME PLACE OF BIRTH: PLACE OF BIRTH: Commissioner of the Italian Equestrian Sports ROLE: STANDING AUDITOR SINCE MAY 2017 ROLE: ALTERNATE AUDITOR SINCE MAY 2017 Federation; Member of the Board of Directors of Having graduated from university with a degree Alternate Auditor of FINCANTIERI S.p.A. the mutual insurance company Assicurazioni di in Business Economics in 1986 and a degree since May 2017. Roma Mutua Assicurazione of the Municipality 1967 in Law in 1993, he is a Chartered Certifi ed Graduated in Business Economics in 1981, Certifi ed of Rome; Member of the Board of Directors and YEAR OF BIRTH: PLACE OF BIRTH: MILAN Accountant and Statutory Auditor. Public Accountant and Auditor. From March 1982 member of the Control and Risk Committee of ROLE: ALTERNATE AUDITOR SINCE MAY 2017 Positions: He began his career in 1986 at to May 1983 he was a reserve offi cer of the Guardia Rai Way S.p.A. (a company listed on the Borsa Studio Arlotio Bonelli of Turin as a chartered di Finanza (Italian Finance Police). Italiana S.p.A.) and of Ingegneria Informatica Alternate Auditor of FINCANTIERI S.p.A. since May accountant until 1987. In that year, he took on From July 1983 to November 1997 he worked for S.p.A.; member of the Board of Auditors, 2017. the position of assistant to the Chairperson the Studio di Consulenza Legale Tributaria (the representing the Ministry for Policies on Youth Graduated with a degree in Business responsible for management control in Alumnia Milan correspondent of Anderson Worldwide) and Sports, of the public body Sportass Pension Administration in 1992, he is a Chartered Certifi ed S.p.A. (Efi m Group), which he held until 1988. where he was partner from 1994. From 1998 to Fund for Sports Insurance and member of the Accountant and Statutory Auditor. In 1989, he joined Spada Partners (formerly 2012, he was a partner of CBA Studio Legale e Supervisory Committee of Faro Assicurazioni e Associate Professor in Business Economics at Studio Spadacini), a fi rm of chartered Tributario. Since 2013, he is a partner of Legalitax Riassicurazioni S.p.A. in compulsory liquidation. the University of Valle d’Aosta since 2003. Senior accountants, as an associate mainly Studio Legale e Tributario with offi ces in Rome, He currently holds the position of Court- Professor of the ACFAI (Administration, Control, dealing with tax and corporate issues, Milan, Padua and Verona. Appointed Bankruptcy Trustee of Consorzio Business Finance, and Real Estate) Department at such as corporate restructuring, insolvency He mainly provides advice on the corporate and SICTA in Liquidazone (ENAV Group) and Kidco SDA Bocconi University. proceedings, mergers and acquisitions and tax aspects of restructuring and merger and Services S.r.l. in Liquidation, Chairperson of the From 1992 to 2006 he worked at the Provasoli taxation of the fi nancial, banking, brokerage acquisition operations made by national and Board of Statutory Auditors of Vianini S.p.A. Firm where he continued his professional company, and AMC sectors and other regulated international corporate groups, having specifi c (company listed on the Italian stock exchange), consulting activities. From 1992 to 1994 he was a fi nancial activities. expertise with corporate valuations in both the Banca Finnat S.p.A. (a company listed on the member of the Commission for the decree of the He is a member of Boards of Directors and industrial and the fi nancial sectors. Italian stock exchange) and Toyota Motor Accounting Standards of the National Board of Boards of Statutory Auditors of prominent He focuses on the problems of non-profi t Leasing Italy S.p.A., Standing Auditor of Atlantia Accountants and Auditors. Italian companies. organisations, a sector in which he has gained S.p.A. (company listed on the Italian stock In 2006, he was a founding partner of Partners signifi cant experience especially in the fi eld exchange), Autostrade per l’Italia S.p.A., and S.p.A. where has served as Deputy Editor of the of taxation of scientifi c associations, banking Olivetti S.p.A. Italian Journal of Chartered Accountants since foundations and various sports associations. He is Chairperson of the Board of Auditors of 2014. He has advised on, and continues to provide CONI. He specialises in assisting Italian and foreign advice on, troubleshooting specifi c and He is a member of the Supervisory Body of companies operating in the industrial, commercial, considerable corporate, fi scal and budgetary Banca Finnat S.p.A., EF Solare Italia S.p.A., fi nancial and services sectors, providing advice issues to leading companies including: Gruppo Olivetti S.p.A. and Fondazione Policlinico “A. mainly on drafting and analysing fi nancial Editoriale L’Espresso, Lottomatica, Acea, Atac, Gemelli”, and in the past he was a member statements and consolidated fi nancial statements, Trambus, Met.Ro., AMA, Erovita Insurance, AIM of the Supervisory Body of Tim Real Estate national and international accounting standards, Group International, Atradius Credit Insurance, S.r.l., Telecom Italia Media S.p.A., Engineering valuations of companies and investments, Ondeo Italy (Group GDF Suez), Kidco (Arab Radio Ingegneria Informatica S.p.A. and Telsy S.p.A. extraordinary company transactions (mergers, Television) and Telecom Italy. He was Standing He is a member of the Management and contributions, de-mergers and transformations),

94 95 FINCANTIERI FINCANTIERI

insolvency proceedings, technical consultancy companies, factoring companies, brokerage TABLE 1 before the Court as party-appointed expert and fi rms and IMCOs, as well as in real estate court-appointed expert in arbitration, civil or companies and industrial enterprises. Structure of the Board of Directors and the Committees in 2019

criminal proceedings, corporate restructuring Specifi cally, she has served as Chairperson of BOARD OF DIRECTORS BOD CRC RC NC SC processes and budget reviews. the Board of Statutory Auditors of Generali NO. OF YEAR OF DATE OF FIRST IN OFFICE NON- INDEP. INDEP. OTHER OFFICE MEMBERS IN OFFICE UNTIL LIST EXEC. % (**) % (**) (***) %(**) (***) %(**) (***) % (**) (***) He was a member of the Supervisory Committee, Real Estate SGR since 2015; she is Standing BIRTH APPOINTMENT SINCE EXEC. CODE TUF OFFI- CES: * appointed by the Bank of Italy, of BCC Euganea Auditor of the listed companies Banca Generali BoD Sh. Meeting to Giampiero Chair- 1954 19/05/2016 05/04/2019 approve financial Fintecna 100 in A.S. and Credito Trevigiano in A.S. S.p.A., Arnoldo Mondadori Editore S.p.A. and Massolo √ –– –– –––––––– person statements 2021 S.p.A. He currently serves as Chairperson of the Board Molmed S.p.A. Sh. Meeting to of Statutory Auditors in Allianz Bank Financial Over the years, she has received numerous CEO Giuseppe Bono 1944 29/04/2002 05/04/2019 approve financial Fintecna √ –– –– 100 –––––––– statements 2021 S.p.A. Advisors S.p.A. and in Allianz S.p.A. awards. In 2012, she was included among Sh. Meeting to Barbara Director 1964 05/04/2019 05/04/2019 approve financial Fintecna 100 100 X 100 He is a Statutory Auditor of CreditRas Vita S.p.A., the 50 TOP WOMEN with “D Value” and Alemanni – √√ √1 x–––– statements 2021 S.p.A. Fondazione Accademia Teatro alla Scala, Istituti in the collection “1000 curricula eccellenti” Sh. Meeting to Massimiliano Director 1967 03/07/2014 05/04/2019 approve financial Fintecna 2 84.6 100 C 66.7 X Ortopedici Bergamaschi S.r.l., SIAE, Diners Club of the Marisa Bellisario Foundation and in Cesare – √√ √ –– –x statements 2021 S.p.A. Italia S.p.A., Rev Gestione Crediti S.p.A., Università the “Ready for Board Women” list of PWA Sh. Meeting to Vita Salute San Raff aele. with the patronage of the Ministry of Equal Director Luca Errico 1966 05/04/2019 05/04/2019 approve financial Institutional – √√ √– 100 ––––100 X 100 X statements 2021 Investors He is the author of numerous publications on Opportunities. Sh. Meeting to Paola Director 1949 19/05/2016 05/04/2019 approve financial INARCASSA 92.3 X1 100 C 100 X fi nancial statements, international accounting Muratorio1 – √√ √– – –– statements 2021 standards, valuations of economic capital and Sh. Meeting to Elisabetta Director 1963 05/04/2019 05/04/2019 approve financial Institutional 2100 100 X 100 C cultural business administration. Oliveri – √√ √ –– –– statements 2021 Investors

Sh. Meeting to Fabrizio Director 1971 19/05/2016 05/04/2019 approve financial Fintecna 2 15.4 33.3 X 25 X 20 X Palermo – √ –– –– statements 2021 S.p.A.

Sh. Meeting to Federica Director 1983 05/04/2019 05/04/2019 approve financial Fintecna 100 100 X 75 X Santini – √ ––– –––– statements 2021 S.p.A.

Sh. Meeting to FLAVIA DAUNIA Federica Director 1966 05/04/2019 05/04/2019 approve financial Fintecna 3 88.9 100 X 100 C Seganti – √√ √ –– –– MINUTILLO statements 2021 S.p.A. DIRECTORS LEAVING OFFICE BOARD OF DIRECTORS BOD CRC RC NC SC NO. OF YEAR OF DATE OF FIRST IN OFFICE NON- INDEP. INDEP. OTHER OFFICE MEMBERS IN OFFICE UNTIL LIST EXEC. % (**) % (**) (***) %(**) (***) %(**) (***) % (**) (***) BIRTH APPOINTMENT SINCE EXEC. CODE TUF OFFI- CES: * YEAR OF BIRTH: 1971 Sh. Meeting to MILAN Gianfranco PLACE OF BIRTH: Director 1952 19/05/2016 19/05/2016 approve financial INARCASSA 100 100 X1 100 C ALTERNATE AUDITOR SINCE MAY 2014 Agostinetto1 – √√ √– –––– ROLE: statements 2018

Sh. Meeting to Simone Director 1961 03/07/2014 19/05/2016 approve financial Fintecna 100 100 100 Alternate Auditor of FINCANTIERI S.p.A. since Anichini – √√ √– –––– x x statements 2018 S.p.A. May 2014. Sh. Meeting to Nicoletta Director 1966 19/05/2016 19/05/2016 approve financial Fintecna 2100100X 100 She graduated in Business Economics in Giadrossi – √√ √ –––– x statements 2018 S.p.A. 1995, and is a Certifi ed Public Accountant and Sh. Meeting to Donatella Director 1957 19/05/2016 19/05/2016 approve financial Fintecna 75 100 X 100 C Statutory Auditor, licensed as a professional Treu – √√ √– –– –– statements 2018 S.p.A. mediator. She is a former Founding Member of No. of meetings held in 2019: BoD 13, CRC 6, RC 4, NC 5, SC 6. Simonelli Associati. Average duration of meetings: BoD 104 min, CRC 87 min., RC 78 min., NC 62 min., SC 84 min. Positions: From 1998 to date, she has held and Quorum required for the submission of slates by minorities to elect Directors (under Article 147-ter of the Italian Consolidated Law on Finance (TUF)): 1%

still holds the position of Standing Auditor and CRC: Control and Risk Committee. RC: Remuneration Committee. Chairperson of the Board of Statutory Auditors NC: Nomination Committee. SC: Sustainability Committee. in banks, listed companies, securitisation (C): Chairperson of the Committee. companies, trust companies, holding (√): Satisfi es the requirements. (X): Member of the Committee. (-): Not applicable. 1 Member of the CRC in place of the non-independent Director when the Committee, meeting in its capacity as RPT Committee, examines transactions with related parties of greater significance.

* This column indicates the number of offi ces held by the relevant party as director or auditor in other companies listed on regulated markets (including foreign markets), in fi nancial companies, banks, insurance companies or companies of signifi cant size. ** This column indicates Directors’ participation rate (as a percentage) at meetings of the Board of Directors and of the Advisory Committees during 2019. *** This column indicates the Director’s role inside each Committee; “C” for Chairperson; “X” for member. 96 97 FINCANTIERI FINCANTIERI

TABLE 2

Structure of the Board of Statutory Auditors in 2019

BOARD OF STATUTORY AUDITORS IN OFFICE % PARTICI- % PARTICIPATION IN PATION IN NO. OF OTHER YEAR OF DATE OF FIRST IN OFFICE IN OFFICE INDEP. MEETINGS OF THE MEETINGS NO. OF OTHER OFFICE MEMBERS LIST ASSIGNMENTS BIRTH APPOINTMENT SINCE UNTIL CODE BOARD OF STATUTORY OF THE BOARD OFFICES *** IN LISTED COS. AUDITORS * OF DIRECTORS ** Sh. Meeting to approve Chairman Gianluca Ferrero 1963 28/05/2014 19/05/2017 fi nancial INARCASSA √ 100 100 1 13 statements 2019 Sh. Meeting to approve Standing Fintecna Roberto Spada 1963 19/05/2017 19/05/2017 fi nancial 100 100 2 116 Auditor S.p.A. √ statements 2019 Sh. Meeting to approve Standing Fioranna Vittoria Fintecna 1958 28/05/2014 19/05/2017 fi nancial 100 100 2 4 Auditor Negri S.p.A. √ statements 2019 Sh. Meeting to approve Alternate Alberto De Nigro 1958 19/05/2017 19/05/2017 fi nancial INARCASSA – 313 Auditor √ – statements 2019 Sh. Meeting to approve Alternate Massimiliano Fintecna 1967 19/05/2017 19/05/2017 fi nancial ––-10 Auditor Carlo Nova S.p.A. √ statements 2019 Sh. Meeting to approve Alternate Flavia Daunia Fintecna 1971 28/05/2014 19/05/2017 fi nancial ––623 Auditor Minutillo S.p.A. √ statements 2019

No. of meetings held in 2019: 12 Average duration of meetings held in 2019: 105 min. Quorum required for the submission of slates by minorities to elect Auditors (under Article 148 of the Italian Consolidated Law on Finance (TUF)): 1%

* This column specifi es the Auditors’ participation rate (as a percentage) at meetings of the Board of Statutory Auditors during 2019. ** This column specifi es the Auditors’ participation rate (as a percentage) at meetings of the Board of Directors during 2019. *** This column specifi es the number of other offi ces relevant for the purposes of Article 148-bis of the Italian Consolidated Law on Finance (TUF). CONSOB publishes the full list of offi ces on its website under Article 144-quinquiesdecies of the Issuers’ Regulation.

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