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 13 May 2016 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 2018.

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:

  • Alistair Dormer – Chairman
  • Andy Barr – Chief Executive Officer and General Manager 
  • Alberto de Benedictis – Deputy Chairman
  • Rosa Cipriotti – Director 
  • Michele Alberto Fabiano Crisostomo - Director
  • Katherine Jane Mingay – Director
  • Katharine Rosalind Painter - Director
  • Mario Garraffo – Director
  • Fabio Labruna - 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 General and Extraordinary Shareholders’ Meeting on May 11, 2017 and will remain in office until the date of the Meeting that will be convened to approve the Financial Statements for the financial year 2019. 

Who are the members of the Board of Statutory Auditors?

The Statutory Auditors currently in office are:

  • Antonio Zecca – Chairman
  • Giovanni Naccarato – Statutory Auditor
  • Alessandra Stabilini – Statutory Auditor
  • Alessandro Speranza – Alternate Auditor
  • Valeria Galardi – Alternate Auditor
  • Cristiano Proserpio – Alternate Auditor

What is the Code of Internal Dealing?

The Internal Dealing Code is meant to regulate the information flows relevant to transactions on shares issued by the Company or other connected financial instruments and conducted, even by proxy, by people responsible for management, control or direction, and people “closely associated” with them (as defined by Article 19 of Regulation (EU) No 596/2014), as well as by  the “Relevant Person” pursuant to Art. 152-sexies of Consob Regulation No. 11971/1999, namely by people with a share of at least 10% of the Issuer’s share capital.

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 do we mean by Blocking Periods?

The Internal Dealing Code adopted by Ansaldo STS provides a so-called “Blocking periods”, during which it is expressly forbidden for the obliged persons to carry out relevant  transactions. Such blocking periods have been identified as follows:

  • a closure period of 30 calendar days prior to the date set for the announcement of a financial reporting, during which the people responsible for management, control or direction are expressly forbidden to carry out transactions on their own account or on the account of third parties, directly or indirectly, relating to shares or debt instruments, or derivatives or related financial instruments.