Governance System

The Ansaldo STS shares have been trading since 29 March 2006 on the Star segment of the markets organised and managed by Borsa Italiana SpA.

Between 23 March 2009 and 23 March 2014, shares in the Company were included on the FSTE MIB index; between 24 March 2014 and 6 April 2015, the shares in Ansaldo STS S.p.A. were included on the FTSE Italia Mid Cap index to be again included in the FSTE MIB index from the 7 April 2015 to the 20 December 2015. Starting from 21 December 2015 the shares in Ansaldo STS S.p.A. are included again on the FTSE Italia MID CAP index.

On 19 December 2006, Ansaldo STS signed up to the Corporate Governance Code adopted by Borsa Italiana and approved by the same in March 2006 (subsequently updated in December 2011 and, most recently, in July 2014); Ansaldo STS firmly believes that the provisions of this code make a key contribution to implementing the principles that represent the cornerstone of corporate policy in terms of governance.

Specifically, the corporate governance system implemented has a primary goal of creating value for the shareholder, in recognition of the importance of transparency in the company decision-making process, and the need for an efficient internal control system.

The organisation of Ansaldo STS, based on the traditional model, conforms to the provisions on listed issuers and is articulated as follows:

ORGANISATION OF THE COMPANY

Shareholders’ Meeting

It is competent to deliberate, as ordinary and extraordinary meeting, on the matters reserved to the same by the law or the Articles of Association.

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Board of Statutory Auditors
Board of directors
Legal audit company

The Board of Statutory Auditors has the task of supervising, pursuant to the rules of the Civil Code, of the Art. 148 et seq. the Legislative Decree no.58 of 24 February 1998 (TUF), of Consolidated Law on Statutory Audits (Legislative Decree no.39/2010) and the indications contained in the CONSOB communications, taking into consideration also the principles of conduct recommended by the Italian National Councils of Chartered and Registered Accountants.

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It is vested with all powers for the management of 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.

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The activity of legal audit of accounts is performed by a specialised Company entered in the Consob register, specially appointed by the Meeting of the Shareholders, on a justified proposal of the Board of Statutory Auditors. The company entrusted with the legal audit of the accounts of Ansaldo STS has a similar assignment with almost all subsidiaries of Ansaldo STS.

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Control and Risk Committee
Bid Committee
Nomination and Remuneration Committee

It is composed of no less than three Directors and no more than half the members of the Board of Directors. All the members of the Committee are non-executive and independent, and have professional training and experience suitable for carrying out the tasks of the Committee. At least one member of the committee has adequate experience in accounting and financial subjects or risk management, to be assessed by the Board of Directors at the time of the nomination.

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It is composed by three members. The Committee’s task is to evaluate and approve bids finalized to grant contracts for public and private sector customers, ranging from Eur 150 million to Eur 350 million per single transaction.

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It is composed of a number of Directors – all non-executive and independent – established by the Board of Directors at the time of the appointment. At least one member of the Committee has adequate knowledge and experience in financial or remuneration policy subjects to be assessed by the Board of Directors at the time of the appointment.

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Shareholders’ Meeting

It is competent to deliberate, as ordinary and extraordinary meeting, on the matters reserved to the same by the law or the Articles of Association.

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Board of Statutory Auditors

The Board of Statutory Auditors has the task of supervising, pursuant to the rules of the Civil Code, of the Art. 148 et seq. the Legislative Decree no.58 of 24 February 1998 (TUF), of Consolidated Law on Statutory Audits (Legislative Decree no.39/2010) and the indications contained in the CONSOB communications, taking into consideration also the principles of conduct recommended by the Italian National Councils of Chartered and Registered Accountants.

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Board of directors

It is vested with all powers for the management of 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.

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Legal audit company

The activity of legal audit of accounts is performed by a specialised Company entered in the Consob register, specially appointed by the Meeting of the Shareholders, on a justified proposal of the Board of Statutory Auditors. The company entrusted with the legal audit of the accounts of Ansaldo STS has a similar assignment with almost all subsidiaries of Ansaldo STS.

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Control and Risk Committee

It is composed of no less than three Directors and no more than half the members of the Board of Directors. All the members of the Committee are non-executive and independent, and have professional training and experience suitable for carrying out the tasks of the Committee. At least one member of the committee has adequate experience in accounting and financial subjects or risk management, to be assessed by the Board of Directors at the time of the nomination.

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Bid Committee

It is composed by three members. The Committee’s task is to evaluate and approve bids finalized to grant contracts for public and private sector customers, ranging from Eur 150 million to Eur 350 million per single transaction.

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Nomination and Remuneration Committee

It is composed of a number of Directors – all non-executive and independent – established by the Board of Directors at the time of the appointment. At least one member of the Committee has adequate knowledge and experience in financial or remuneration policy subjects to be assessed by the Board of Directors at the time of the appointment.

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Based on the principles of propriety, integrity and transparency and in compliance with the latest legislative and regulatory provisions that are applicable, the Corporate Governance Code and national and international best practice in this particular sector, the Company's main tools of governance are the following:

  • Articles of Association
  • Code of Ethics
  • Organisation, Management and Control Model pursuant to Legislative Decree no. 231/01
  • Meeting Regulation
  • Regulation of the Board of Directors 
  • Regulation of the Control and Risk Committee
  • Regulation of the Nomination and Remuneration Committee
  • Related-party transactions - Procedure adopted pursuant to Art. 4 of the Consob Regulation no. 17221 dated March 12, 2010;
  • Management and communication of reserved information
  • Storage and updating of the Register of the person with access to reserved information
  • Internal Dealing Code