CorporateGovernance17Ing.qxd 6-04-2018 15:48 Pagina I Corporate Governance and Shareholding Structure Report 2017 Pursuant to Article 123-bis of Legislative Decree No. 58/1998, approved by the Board of Directors on March 5, 2018 (Traditional Management and Control Model) CorporateGovernance17Ing.qxd 6-04-2018 15:48 Pagina II Mission Our mission is to implement challenging, safe and innovative projects, leveraging on the competence of our people and on the solidity, multiculturalism and integrity of our organisational model. With the ability to face and overcome the challenges posed by the evolution of the global scenarios, we must seize the opportunities to create economic and social value for all our stakeholders. Our Values Innovation; health, safety and environment; multiculturalism; passion; integrity. Countries in which Saipem operates EUROPE Austria, Bulgaria, Croatia, Cyprus, Denmark, France, Greece, Italy, Luxembourg, Netherlands, Norway, Poland, Portugal, Principality of Monaco, Romania, Spain, Sweden, Switzerland, Turkey, United Kingdom AMERICAS Argentina, Bolivia, Brazil, Canada, Chile, Colombia, Ecuador, Guyana, Mexico, Panama, Peru, Suriname, United States, Venezuela CIS Azerbaijan, Georgia, Kazakhstan, Russia, Turkmenistan AFRICA Algeria, Angola, Congo, Egypt, Gabon, Ghana, Ivory Coast, Libya, Morocco, Mozambique, Namibia, Nigeria, Uganda MIDDLE EAST Iraq, Kuwait, Oman, Qatar, Saudi Arabia, United Arab Emirates FAR EAST AND OCEANIA Australia, China, India, Indonesia, Malaysia, Singapore, South Korea, Taiwan, Thailand CorporateGovernance17Ing.qxd 6-04-2018 15:48 Pagina 1 Corporate Governance and Shareholding Structure Report 2017 Glossary 2 Corporate Governance and Shareholding Structure Report 3 Issuer profile 3 Principles and values 3 Management and control system 4 Regulatory System 4 Governance of Sustainability 6 Code of Ethics 7 Shareholding structure (pursuant to Article 123-bis, paragraph 1, of Legislative Decree No. 58/1998) 8 Share capital distribution 8 Restrictions on the transfer of shares 9 Relevant shareholdings 9 Shareholders rights restrictions 9 Shareholding of employees: exercise of voting rights 10 Voting rights restrictions 10 Shareholders agreements as per Article 122 of Legislative Decree No. 58/1998 10 Change of control clauses (pursuant to Article 123-bis, par. 1, letter h), of Legislative Decree No. 58/1998) 13 Statutory provisions for takeover bids (Article 104, paragraph 1-ter and Article 104-bis, paragraph 1) 14 Indemnification for Directors in case of dismissal (without just cause), resignation or termination 14 following a public purchase offer Directors’ appointment or replacement and modifications to the Articles of Association 14 Share capital increases and buy-back of treasury shares 15 Direction and coordination (pursuant to Article 2497 of the Italian Civil Code) 15 Corporate Governance Code 15 The Board of Directors 16 Composition, appointment and replacement of Board of Directors 16 Policy on diversity (Article 123-bis, paragraph 2, letter d-bis, of Legislative Decree No. 58/1998) 18 Succession plans 18 Maximum number of offices 19 Board of Directors’ induction 20 Responsibilities, functions and powers of the Board of Directors 20 Timely provision of Board of Directors’ documentation 24 Frequency of Board of Directors’ meetings 24 Board review 24 Executive Directors 26 Independent Directors 27 Processing of inside information 28 Board Committees 29 Compensation and Nomination Committee 30 Directors’ compensation 31 Audit and Risk Committee 31 Corporate Governance Committee and Scenarios 33 Risk management system and internal control over financial reporting 34 Main features of the risk assessment and internal control systems for the purposes of financial reporting 35 Bodies involved in the Internal Control and Risk Management System 36 The Board of Directors 37 Director responsible for the Internal Control System 38 The Board of Statutory Auditors 38 Audit and Risk Committee 38 Director responsible for the Internal Audit department 39 Risk Management and Business Integrity 39 External Auditors 44 Officer Responsible for the Company’s Financial Reporting 44 Coordination of bodies involved in the Internal Control and Risk Management System 44 Directors’ and Statutory Auditors’ interests and transactions with related parties 46 The Board of Statutory Auditors 47 Composition, appointment and functions of the Board of Statutory Auditors 47 Investor relations 51 The Shareholders’ Meeting 51 Saipem Corporate Governance additional practices 53 ‘Fit For the Future’ programme 54 Events subsequent to year end 55 Considerations on the letter by the Corporate Governance Committee of Borsa Italiana 56 dated December 13, 2017 Tables Table 1. Shareholding structure 57 Table 2. Structure of the Board of Directors and its Committees 58 Table 3A. Structure of the Board of Statutory Auditors (up to April 28, 2017) 59 Table 3B. Structure of the Board of Statutory Auditors (from April 29, 2017) 60 The Corporate Governance Report is published on Saipem’s website www.saipem.com, under the ‘Governance’ section. 1 CorporateGovernance17Ing.qxd 6-04-2018 15:48 Pagina 2 SAIPEM Corporate Governance and Shareholding Structure Report / Glossary glossary Corporate Governance Code/Code: the Corporate Governance Code for listed Companies approved in July 2015 by the Corporate Governance Committee and endorsed by Borsa Italiana SpA, ABI, Ania, Assogestioni, Assonime and Confindustria. Board of Directors: the Board of Directors of the Issuer. CoSO Report: internal control system model issued by the Committee of Sponsoring Organizations of the Treadway Commission - 1992. Issuer: issuer of stocks and shares referred to in this Report. Year: financial year 2017, subject of this Report. Consob Issuers’ Regulations: regulations issued by Consob through Resolution No. 11971 of 1999 (and subsequent amendments). Consob Market Regulations: regulations issued by Consob through Resolution No. 16191 of March 12, 2007 (and subsequent amendments). Consob Related Parties’ Regulations: regulations issued by Consob through Resolution No. 17221 of March 12, 2010 (and subsequent amendments). Report: Corporate Governance and Shareholding Structure Report, which companies are required to issue in compliance with Article 123-bis, TUF. TUF: Legislative Decree No. 58 (TUF - Testo Unico della Finanza), issued on February 24, 1998. 2 CorporateGovernance17Ing.qxd 6-04-2018 15:48 Pagina 3 SAIPEM Corporate Governance and Shareholding Structure Report / 2017 Corporate Governance and Shareholding Structure Report This Report is designed to provide a general and complete overview of Saipem SpA’s (‘Saipem’) corporate governance system. In order to comply with applicable laws and stock market listing standards, in keeping with the recommendations of Borsa Italiana SpA and of the relevant business associations, the Report also furnishes information regarding Saipem’s shareholding, its compliance with the corporate governance codes1 established by institutional bodies and the relevant commitments to observe them, as well as the choices that the Company has made in implementing its governance. This Report is available at Saipem’s headquarters, published on Saipem’s website, and sent to Borsa Italiana SpA and the authorised storage mechanism ‘eMarket Storage’ (www.emarketstorage.com), in accordance with current legal rules and deadlines. The information contained in this Report relates to the financial year 2017 and has been updated, with respect to specific matters, as of March 5, 2018, the date of the Board of Directors’ Meeting that approved it, together with the draft 2017 Annual Report, to be submitted to the Shareholders’ meeting called to convene on May 3, 2018. Before drafting this Report, at the proposal of the Chairman of the Board of Directors, the Board Committee Corporate Governance Committee and Scenarios, at their meeting of January 23, 2018 attended by the Chairman of the Board of Statutory Auditors, reviewed the ‘Annual Report 2017 - 5th report on the Compliance with the Italian Corporate Governance Code’ sent by the Corporate Governance Committee of Borsa Italiana to all Chairmen of Italian listed companies and, for information, to their Managing Directors-CEOs and Chairmen of the Board of Statutory Auditors. This review focused on the recommendations made in the Annual Report 2017, which were brought to the attention of the Board of Directors and the Board of Statutory Auditors. The Corporate Governance Committee and Scenarios examined both the Corporate Governance and Shareholding Structure Report 2016 and this Report for compliance with the aforementioned recommendations and assessed the Company’s compliance to the Corporate Governance Code. The conclusions reached by the Corporate Governance Committee and Scenarios were shared with the Board of Directors at their meeting of February 26, 2018. Issuer profile Saipem is a leading global contractor with a significant local presence in strategic emerging areas such as Africa, Central Asia, America, the Middle East and South East Asia. Saipem enjoys a competitive edge for providing EPCI (Engineering, Procurement, Construction and Installation) and EPC (Engineering, Procurement and Construction) services to the Oil & Gas industry, both onshore and offshore, with a special focus on complex and technologically-advanced projects, including activities in remote areas, in deep waters and on projects involving the exploitation of difficult gas or crude oil supplies. The drilling services