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Governance

Governance

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. and, starting from 23 March 2009, on the index FTSE MIB.

By resolution of the Board of Directors dated December 19, 2006, Ansaldo STS subscribed to the Self-Discipline Code adopted by Borsa Italiana in March 2006. During 2007 the Company has completed the adjustments to the requirements of the Corporate Governance Code, based on the conviction that these recommendations contribute significantly to the realisation of the key points of the Company’s corporate governance policy. Specifically, the corporate governance system implemented has as its primary goal the creation of shareholder value, in recognition of the importance of transparency in the company decision-making process, and the need for an efficient internal control system.

Here below are reported the main governance instruments with which the Company is equipped, also in compliance with the most recent laws and regulations, the Code provisions and the national and international best practices:

· 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 Internal Control Committee

· Regulation of the Remuneration Committee

· Related-party transactions - Procedure adopted pursuant to Art. 4 of the Consob Regulation no. 17221 dated March 12, 2010;

· Procedure for handling Insiders Information
· Internal Dealing Code

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

COMPANY ORGANISATION

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.

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.

BOARD OF STATUTORY AUDITORS.
It has the task of supervising:

- the compliance with the law and the Articles of Association, as well as the observance of the principles of proper administration;

- the adequacy of the organisational structure of the Company and of its accounting management system, also with respect to the reliability of this latter in representing the operating events in an accurate manner;

- the adequacy and effectiveness of the internal control, internal audit and risk management systems;

- the financial reporting process and the legal audit of annual accounts and consolidated accounts;

- the independence of the legal audit company, particularly as regards the performance of services to the Company other than audit;

- the methods for putting into practice the corporate governance rules set out by codes of conduct compiled by companies that manage regulated markets or by trade associations, with which the company declares to comply in its information to the public;

- the adequacy of the instructions given to subsidiaries with respect to the information to be provided in order to comply with the disclosure obligations.

- the compliance of the Procedure for related-party transactions adopted by the Company with the principles indicated in the Consob Regulation adopted by resolution no. 17221 of March 12, 2010 and subsequent amendments and integrations, as well as the compliance with the same Procedure.

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.

COMPANY OBJECTIVES AND MISSION.

Ansaldo STS intends to maintain and reinforce its position as a primary international competitor in the industry of railway and underground transport systems. In particular, the Company deals (i) in the sector of design, manufacture, distribution, management and maintenance of systems, subsystems and components for the signalling and supervision of railway and underground traffic (“ Signalling”), aimed at increasing the safety and efficiency of railway and underground transport systems, and (ii) in the sector of design, implementation, integration and maintenance of "turnkey" Transport Systems, of which the signalling systems are an essential part.

For more details on corporate governance, see the “Report on Corporate Governance”, which also contains the information required by Art. 123 bis of TUF.

Ultimo aggiornamento

13.05.2011