FAQ
What do we maean by Articles of Association?
The Articles of Association is that document that identifies the essential characteristics of the internal organisation and the operating rules of the Company.
By what date must the meeting approve the financial statements?
The Ordinary Meeting must be convened at least once a year for approval of the financial statements, within 180 days of the close of the corporate year since Ansaldo STS is required to prepare the consolidated financial statements.
How long does the Board of Directors of Ansaldo STS remain in office?
The Board of Directors of Ansaldo STS, nominated by the Ordinary Meeting of Shareholders on 5 April 2011 for a term of three financial years, will remain in office until the date of the Meeting that will be convened to approve the financial statements for the financial year at 31 December 2013.
What is the role of the Board of Directors
The Board of Directors is vested with the task of managing the Company, with the authority to take all appropriate actions for the achievement of the corporate purposes, excluding those acts which are reserved – by the law or the Articles of Association – to the Meeting.
Who are the Directors of Ansaldo STS?
The Directors currently in office are:
Alessandro Pansa: Chairman
Giancarlo Grasso - Vice President
Sergio De Luca – Managing Director
Maurizio Cereda – Director
Paola Girdinio - Director
Bruno Pavesi – Director
Tatiana Rizzante - Director
Attilio Salvetti - Director
What is the role of the Board of Auditors?
The Board of Auditors carried out the activity of supervision.
In particular, the Board supervises:
- Compliance with the law and the Articles of Association;
- Compliance with the principles of correct administration;
- The adequacy of the organisational structure of the Company for matters within their competence and of its accounting management system, as well as the reliability of this latter in representing the operating events in an accurate manner;
- With the support of the Board of Directors, the Auditing Firm and the manager of internal control, on any execution by the Company of atypical and/or unusual transactions both intragroup, and with correlated parties or third parties;
- On the methods of actual implementation of the rules of corporate governance provided for by the Code of Self-Discipline adopted by Borsa Italiana S.p.A. which the Company has subscribed to, including the evaluation of the Board of Directors and the internal Committees;
- On the adequacy of the provisions issued by the Company to the subsidiaries in order to guarantee the correct execution of the information obligations required by the law;
- On the process of financial reporting; on the effectiveness of internal control, internal audit and risk management; on the legal audit of the annual accounts and the consolidated accounts;
- on the independence of the legal auditing firm, in particular as regards the provision of non-auditing services to the Company.
How are the auditors nominated?
The Meeting elects the Board of Auditors composed of three regular auditors and determines its compensation. The Meeting also elects two alternate auditors.
How long do the Auditors remain in office?
The Board of Auditors of Ansaldo STS currently in office was nominated by the Ordinary Meeting of Shareholders on 5 April 2011 and will remain in office until the date of the Meeting that will be convened to approve the financial statements for the financial year at 31 December 2013.
Chi sono i membri del Collegio Sindacale di Ansaldo STS?
I Sindaci attualmente in carica sono:
Giacinto Sarubbi – Presidente
Renato Righetti
Massimo Scotton
What is the Code of Internal Dealing?
The Board of Directors of Ansaldo STS on 24 March 2006 adopted the Code of Conduct for Internal Dealing matters (“Internal Dealing Code”), to regulate the information flows relevant to transactions identified by Consob concerning the shares issued by the Company or other, connected financial instruments (the so-called relevant transactions) and conducted, even by proxy, by the "relevant persons" of the Company or persons "closely related" to the latter, as defined by Art. 152-sexies of the Issuers’ Regulation.
Has the Company adopted a Code regarding Related Parties?
In implementation of the provisions of the Regulation, the Board of Directors of Ansaldo STS S.p.A. on 26 November 2010, following favourable opinion of the Procedures Committee, approved the Procedure regarding transactions with related parties of the Company and, on the same date, the Board of Auditors of the Company assessed its conformity with the principles indicated in the Consob Regulation No. 17221 of 12 March 2010 concerning Related Parties.
What does Blocking Period mean?
Il Codice di Internal Dealing adottato da Ansaldo STS prevede dei c.d. “Blocking periods” durante i quali è fatto espresso divieto ai soggetti rilevanti di compiere operazioni rilevanti. Tali “Blocking Periods” sono stati individuati:
- nei 15 giorni antecedenti l’approvazione, da parte del Consiglio di Amministrazione, del progetto di bilancio, della relazione semestrale e delle relazioni trimestrali, sino al momento della diffusione al mercato del comunicato stampa in merito alle deliberazioni assunte dal Consiglio;
- in altri periodi in cui il Consiglio, o in caso di urgenza il Presidente dello stesso e/o l’Amministratore Delegato anche disgiuntamente, decida di vietare o limitare il compimento di Operazioni Rilevanti.
