On February 14, 2007, the Board of Directors of the Company approved an internal regulation aimed at setting out limits, referred to the Board of Directors of Ansaldo STS S.p.A., on the maximum number of offices as Director or Auditor that the above Board of Directors can held.
These regulations were last amended by the Board of Directors on 16 December 2013 in order to cater for new provisions introduced by the Corporate Governance Code for listed companies, as amended in December 2011.
Pursuant to such internal regulation, the Directors of Ansaldo STS shall accept the office if, after due consideration, they are in a position to devote the necessary time to the diligent performance of their duties, also taking into account the number of offices held by them in management and control bodies in (i) companies with shares listed in regulated markets, even foreign markets (“Listed Companies”); (ii) companies, even foreign, with shares not listed in regulated markets, that carry out financial, banking or insurance activities or that have an annual revenue equal to or exceeding the revenue resulting from the consolidated accounts of Ansaldo STS (“Not Listed Companies”).
The offices held by each Director of Ansaldo STS in the management and/or control bodies of other Listed Companies and/or Not Listed Companies should have a total “weight” not exceeding 15, established on the basis of criteria defined in the Regulations, taking into account possible participation in committees established within the Board of Directors (and/or the administrative bodies of systems alternative to the traditional one) of other Listed Companies and/or Not Listed Companies.
At this regard, the mentioned internal regulation, in line with the national and international best practice,considers, for the purpose of calculating the maximum number of offices of Director or Auditor deemed to be compatible with an effective performance of the assignment as Director of the Company, a different evaluation between the positions of executive and non-executive Directors, bearing in mind here, where the latter are concerned, membership of one or more Committees set up within the Board of Directors of Ansaldo STS S.p.A.
The Board of Directors of Ansaldo STS shall have the authority to grant exceptions, even temporary, allowing the Directors of the Company to hold offices in management and control bodies of other Listed Companies and Not Listed Companies which, taken together, exceed the maximum weight of 15.
The Directors shall promptly inform Ansaldo STS of any change in the offices they hold in other Listed Companies and/or Not Listed Companies, indicating the average monthly commitment they require.
The current composition of the Board of Directors of Ansaldo STS complies with the above general criteria.