Corporate Governance and Governing Bodies

Ansaldo STS is subject to direction and coordination by Finmeccanica SpA, which is the leading shareholder with 40% of company capital, the remaining 60% being floating and held by a large number of international investors.
Most of the members of the Board of Directors are independent.

Since 29 March 2006 the Ansaldo STS share has been listed in the Star segment of the organised markets managed by Borsa Italiana and since 23 March 2009 it has been included in the FTSE MIB index.

On 19 December 2006 Ansaldo STS’s Board of Directors resolved to adhere to the Corporate Governance Code adopted by Borsa Italiana S.p.A. in March 2006 (the “CGC”). In 2007 the Company completed alignment with the rules of the CGC and in subsequent years has promptly updated its Governance Model in line with amendments as they were issued, taking the view that the rules decisively contribute to realisation of the central points of its corporate governance policy. The main objective of the corporate governance system we intended to realise was the creation of shareholder value, in full awareness of the importance of the transparency of decisions and decision-making processes in the Company, as well as the need to set up an effective internal control system.

The members of Ansaldo STS’s Board of Directors, appointed by the Shareholders’ Meeting held on 1 April 2008 are: Alessandro Pansa (Chairman), Sante Roberti (Deputy Chairman), Sergio De Luca (Managing Director/CEO), Maurizio Cereda, Gerlando Genuardi, Gregorio Gitti, Francesco Lalli, Eugenio Pinto and Attilio Salvetti. The Board’s term of office will run for three financial years, i.e. up to the date of the Shareholders’ Meeting that will called to approve the Accounts for 2010. The members of the Board of Statutory Auditors, also appointed by the Shareholders’ Meeting held on 1 April 2008, are: Giacinto Sarubbi (Chairman), Massimo Scotton and Francesca Tripodi; the following were appointed alternate auditors: Bruno Borgia and Pietro Cerasoli.

The new Board of Directors met on 1 April 2008 and confirmed Sante Roberti as Deputy Chairman, Sergio De Luca as CEO and Mario Orlando, Company Secretary, as Board Secretary. The Board then appointed the members of the Internal Control Committee (Gregorio Gitti - Chairman, Maurizio Cereda, Eugenio Pinto and Attilio Salvetti), the Remuneration Committee (Maurizio Cereda - Chairman, Gerlando Genuardi and Francesco Lalli) and the Nominated Officer responsible for drawing up the Company’s accounts in the person of Jean Paul Giani, Chief Financial Officer of the Company.
Subsequently, with effect from 1 August 2009, the position of Chief Financial Officer and the Nominated Officer responsible for drawing up the Company’s accounts was taken up by Alberto Milvio in place of Jean Paul Giani, who had been called to another important position within the Finmeccanica Group.

The Directors Maurizio Cereda, Gerlando Genuardi, Gregorio Gitti, Eugenio Pinto and Attilio Salvetti attested on being elected that they possessed the requisites of independence required by the regulations and the CGC. As required by the CGC, the continuing possession of these requisites has been regularly checked; the most recent check, which took place in the second half of 2010, confirmed that all the independent directors continued to possess the requisites for independence.
Thus the current Board has five independent Directors out of a total of nine.

Similarly, as required by the CGC, the members of the Board of Statutory Auditors, Giacinto Sarubbi (Chairman), Massimo Scotton and Francesca Tripodi, attested that they possessed the requisites of independence required by the regulations, both on being elected and in the second half of 2010.

At its meetings of 27 January 2010 and 26 November 2010 the Board of Directors examined the result of the periodical review of the Company’s Directors’ Directorships or Statutory Auditor appointments in other listed companies, finance houses, banks, insurance companies or of large size, taking note of the offices declared by each Director and that no Director had disclosed business activity in competition with the issuer.

In the first half of 2010 the periodical assessment of the size, composition and workings of the Board and its committees, checking that it complied with the principles and application criteria of the CGC and with Italian and international best practice, was also completed.

Lastly, on 26 November 2010 the Board of Directors of the Company, having received a favourable opinion from a Committee made up of all the Independent Directors, approved - pursuant to article 2391-bis of the Italian Civil Code and Consob Regulation 4 paras.1 and 3 governing related-party transactions adopted by resolution 17221 dated 12 March 2010 and subsequent amendments (the “OPC Rule” - the Procedure for related-party transactions and obtained on the same day the favourable opinion of the Board of Statutory Auditors in relation to the Procedure’s compliance with the principles of the OPC Rule.

Ansaldo STS’s Procedure governing related-party transactions may be consulted in its website www.ansaldo-sts.com.

The following is a list of the main instruments of governance currently in use by the Company:

  • By-Laws
  • Code of Conduct
  • the Organisational, Managerial and Control Model prescribed by Law 231/2001
  • Board of Directors Regulations
  • Internal Control Committee Regulations
  • Remuneration Committee Regulations
  • Related-Party Transactions - Procedure adopted pursuant to article 4 of Consob Regulation 17221 dated 12 March 2010
  • Regulations for the management of Privileged Information and the maintenance of a Register of persons having access to such information
  • Internal Dealing Code
  • Regulations for Shareholders’ Meetings

For further information on the corporate governance of the Company, reference should be made to the “Corporate Governance Report”, which inter alia contains the information prescribed by § 123-bis TUF, this can be found in the Company website at www.ansaldo-sts.com.