saipem anti-corruption compliance guideline and relevant procedures p. galizzi – gclc meeting, 18...

Saipem Anti-Corruption Compliance Guidelineand relevant procedures

P. Galizzi – GCLC Meeting, 18th November 2011

P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events New York, 18 November 2011 22

Agenda

IntroductionAnti-Corruption Compliance GuidelineRegulations on Intermediary & JV AgreementsAncillary proceduresMonitoring of Legal Events


Agenda


ENI


The Risks: Penalties / Other Adverse Consequences

Siemens AG ($1.6 billion) KBR/Halliburton ($579 million) Snamprogetti Netherlands B.V ($

398 million) Technip ($338 million) JGC Corp. ($218.8 million) Baker Hughes ($44 million) Willbros Group ($32.3 million) Chevron ($30 million) Titan ($28.5 million) Vetco International Ltd.

($26 million) Statoil ASA ($21 million) Fiat S.p.A. ($17.8 million)

Record-breaking penalties Other Adverse Consequences

Bar from doing business Appointment of an

Independent Compliance Monitor

Appointment of a Judicial Commissioner

Suspension or bar from selling securities in the U.S.

Appointment of a (judicial) compliance consultant

Loss of goodwill, credibility, reputation

Negative impact on stock price


Introduction – The Anti-Corruption Laws applicable to Saipem

Saipem adhere to the principles of:

• the United Nations Convention Against Corruption (ratified in Italy by Law No. 116 of August 3, 2009) which applies to 140 Countries.

• the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions (ratified in Italy by Law No. 300 of September 2000) which applies to 38 Countries.


Introduction – The Anti-Corruption Laws applicable to Saipem

• Saipem S.p.A., as an Italian company is subject to:

Italian Decree No. 231 of June 2001 (which disciplines the liability of entities and companies for the crimes committed by their officers, employees and agents);

• Saipem Subsidiaries are subject to:

the Laws of the Countries in which they operate or are incorporated.


Introduction –The Anti-Corruption Laws applicable to Saipem

Received Royal Assent on April 8, 2010 (into force July the 1st, 2011) Is a new comprehensive anti-bribery code (repeals and replaces previous

UK laws on bribery). Applies to UK citizens, UK companies and non-UK companies doing

business in the UK.

Fines to companies convicted of failing to prevent bribery are unlimited.

Provides 4 offences: 1.Paying bribes,2.Receiving bribes,3.Bribing foreign officials, and4.Failure of commercial organizations to prevent bribery

(most significant departure from old laws: places onus on companies to prove their anti-corruption procedures are robust).

Example:Saipem or one of its subsidiary operates or is incorporated in United Kingdom.It will be applicable The UK Bribery Act 2010


The Anti-Corruption Laws applicable to Saipem – U.S.A. Example

The United States is a signatory to and has ratified the OECD Anti- Bribery Convention, the OAS Convention and the United Nations International Convention against Corruption, all with reservations or declarations. The most significant reservations involve declining to specifically provide the private right of action envisioned by the United Nations International Convention against Corruption and not applying the illicit enrichment provisions of the OAS Convention. The United States is also a signatory to the Council of Europe Criminal Law Convention (Criminal Convention) but has not ratified it.

Prohibited acts include promises to pay, even if no payment is ultimately made. The prohibitions apply to improper payments made indirectly by third parties or intermediaries, even without explicit direction by the principal.

Jurisdiction exists over US persons and companies acting anywhere in the world, companies listed on US stock exchanges (issuers) and non-US persons and companies whose actions take place in whole or in part within the territory of the United States


The Anti-Corruption Laws applicable to Saipem

Other examples:

Saipem or one of its subsidiary operates or is incorporated in India.

It will be applicable “The Prevention Of Corruption Act – 1988”

Saipem or one of its subsidiary operates or is incorporated in Nigeria. “The Corrupt Practices and other Related Offences Act No. 5/2000”

Saipem or one of its subsidiary operates or is incorporated in Brazil. Law 8429/92 (the “Administrative Misconduct Act”).


The New Anti-Corruption Policy

• In order to maximise Saipem compliance with its Code of Ethics, on 10° February 2010

Saipem S.p.A. issued:

• the Anti-Corruption Compliance Guidelines (STD-COR-LEGA-006-E); and

• the first two Anti-Corruption Ancillary Procedures governing, respectively:

• Intermediary Agreements (STD-COR-LEGA-001-E), and

• Joint-Venture Agreements (STD-COR-LEGA-007-E).

• Saipem Code of Ethics long-established principle: any form of corruption is rejected. Bribes,

illegitimate favours, collusion, requests for personal benefits, either directly or through third

parties, are prohibited without exception.

• Rationale of the new Anti-Corruption Policy:

• the Guidelines set out the general principles of the new Policy; and

• the Ancillary Procedures create a framework for the long-established ethical and anti-

corruption rules implemented by Saipem over time to prevent corruption by Saipem

Personnel and Business Partners in specific “risk areas”.


Agenda



Principles

TransparencyHonesty

Business EthicsCompliance with laws

International Best Practices

SAIPEM Values


Scope

The Anti-Corruption Guideline

provides a framework of SAIPEM’s anti-corruption system optimizes SAIPEM’s compliance with the Code of Ethics and with

anti-corruption laws sets out the general provisions to be followed in all SAIPEM’s

dealings with, or related to, or involving a Public Official identifies additional anti-corruption compliance measures

(implementing Regulations)


Anti-corruption laws

Anti-corruption laws

prohibit both direct and indirect payments, as well as offers or promises to pay or give anything of value, or other advantages to a public official for a corrupt purpose

require companies to make and keep books, records and accounts which, in reasonable detail, accurately and fairly reflect its transactions, expenses (even if not “material” in an

accounting sense) and the disposition of its assets


Liability under anti-corruption laws

Individuals: fines + imprisonment

Corporations: fines + blacklisting + claims for damages + damages to the reputation

SAIPEM and/or its personnel can be held responsible for a corrupt offer or payment that … …anyone acting on behalf of the company makes in connection with Saipem’s business …

…and which Saipem and/or its personnel knew or reasonably should have known was improper


Public Officials

Public Officials: means anyone who performs public functions in a legislative, judicial or

administrative capacity; anyone acting in an official capacity for or on behalf of

a national, regional or local government, an agency, department or instrumentality of the Europen Union or of

an Italian or a non-Italian national, regional or local government an Italian or a non-Italian government-owned or government-

controlled or government-participated company, a public international organization such as the European Bank for

Reconstruction and Development, the International Bank for Reconstruction and Development, the International Monetary Fund, the World Bank, the United Nations or the World Trade Organization, or

an Italian or a non-Italian political party, member of a political party official or candidate for political office.

anyone in charge of providing a public service (the performance of basic ordinary tasks and exclusively manual work is excluded)


Statement of Policy (1)

Saipem Personnel must not, directly or indirectly, offer, promise, give, pay, accept any Public

Official’s request for …. …anything of value to or for a Public Official

or his/her family members or designees, for any of the following purposes:

influencing any official act (or failure to act) by a Public Official, or any decision in violation of his lawful duty, or

inducing a Public Official to use his influence to affect any governmental act or decision, or

securing any improper advantage in connection with business or in any case, in violation of the applicable laws



The prohibition includes:

cash payments in-kind contributions, such as sponsorships assistance to or support of Public Official’s family members, and any other benefits or advantages gifts, entertainment, meals, travel, personal discounts or

credits business, employment or investment opportunities insider information that could be used to trade in regulated

securities or commodities



Responsibility Saipem Personnel is responsible for his own compliance Managers are responsible for:

supervising compliance by employees reporting to them and taking steps to prevent, detect and report potential violations

No tolerance No questionable practice can be justified because it is

"customary" No performance goals should be imposed or accepted if they

can be achieved only by compromising our ethical standards Demotion

No Saipem Personnel will be subjected to demotion, or penalty for refusing to make a prohibited payment, even if such refusal results in a loss of business


Exclusions

Reasonable and bona fide expenditures for Public Officials are permitted

They are expenses (e.g. transportation and lodging) directly related to: the promotion, demonstration, or explanation of products or services;

or the execution or performance of a contract with a government or

governmental agency

Any reasonable and bona fide expenditure must: not be a cash payment; be provided in connection with a bona fide and legitimate business purpose; not be motivated by a desire to exert improper influence, or the expectation of

reciprocity; be reasonable under the circumstances, tasteful and commensurate with

generally accepted standards for professional courtesy; and comply with the local laws and regulations that apply to the Public Official

They must be approved pursuant to Saipem’s policy on Gifts, Travel, Hospitality and Entertainment


The Anti-Corruption Legal Support Unit

The Anti-Corruption Legal Support Unit is part of the Legal Affairs Department and has the following tasks:

over sighting the compliance with anti-corruption laws; monitoring observance periodically reviewing the guideline; supervising the training of Saipem personnel; receiving any reports of breaches, whether suspected or proven in the case of a breach, revising where appropriate the Guideline

and suggest to the HR Function the best way to proceed; exchanging information with the Compliance Committee; providing information and support on the best way to proceed in

unclear situations


Support

Any questions with respect to: the content of anti-corruption laws and the Code of Ethics the financial information and internal controls provisions of the

anti-corruption laws any of the matters discussed in this Guideline or their

application to specific situations must be directed to the Anti-Corruption Legal Support Unit


Reporting

Requests by a Public Official must immediately be reported to the direct supervisor and to the compliance

Committee

Violations of the anti-corruption laws or of the Guideline must immediately be reported (even if suspected) to one or more of the

following: the employee’s direct supervisor or the Business Partner’s primary contact at Saipem; the Compliance Committee and/or the Anti-Corruption Legal Support Unit; through the channels indicated in Saipem Whistleblowing Policy

The direct supervisor, the Anti-Corruption Legal Support Unit and the HR department will consult to identify the proper course of action

Consequences of the reporting: Saipem Personnel will not discharged, demoted, suspended or in any manner discriminated in relation to any reporting made in good faith


Violations of the guideline or of the anti corruption laws

Disciplinary action (among which the termination of employment) against Saipem Personnel

whose actions are found to violate anti-corruption laws or the Guideline, according to the Model 231 and collective employment agreements or other applicable national regulations;

who fail to conduct or complete adequate training, and/or who unreasonably fail to detect or fail to report such violations

or who retaliate against others who report such violations

Contractual remedies against Business Partners.


Monitoring and enhancements

Monitoring and enhancements

Any Business Units, the Compliance Committee, Internal Audit and the company’s independent auditors should recommend enhancements to the Guideline if gaps or weaknesses are identified, and as emerging “best practices” development


Agenda



Scope

What are Intermediary Agreements? Agreements entered by Saipem or any of its subsidiaries with an

Intermediary, or with a subject who, notwithstanding any definition to the contrary given by the parties, will carry out the activity of an Intermediary.

Who is an Intermediary? is an independent individual or a company that Saipem proposes to

retain to: promote the commercial interests of Saipem and/or any of its

subsidiaries in relation to a single transaction/project and/or transaction/project in a specific area and/or business;

facilitate the finalization and/or execution of contracts with third parties; and/or

introduce Saipem and/or any of its subsidiaries to one or more other parties for the purpose of bringing/generating or retaining a business


Scope

What are Joint Ventures?

Incorporated JV:Any jv agreement aimed at establishing legal entities

in which the partner have shareholdings or quotas in proportion to their interests in the jv

and which have an autonomous legal status

Unincorporated JV:Any jv agreement which is not an Incorporated jv Agreement, such as an agreement in which the

cooperation among the partners is on a split liability basis


Scope

The regulations set forth:

what type of due diligence is necessary before entering into an Intermediary or a JV Agreement;

which clauses, representations and warranties must be included in the agreements

how to implement adequate procedures and control systems once the Intermediary or a JV Agreement is established in order to prevent the commission of corruption and other crimes


Due Diligence on the potential Intermediary

Responsibility: the Manager

Information to be collected: a questionnaire duly filled out by the potential intermediary or

potential partner a letter with anti-corruption warranties (ONLY FOR INTERMEDIARY) information on the potential Intermediary’s chain of

control/ownership further information depending on the circumstances (such as the

importance of the project, the risk of the country, etc.) any Red Flags

Possible to obtain independent opinions to confirm compliance with the anti-corruption laws


Due Diligence on the potential Partner (JV)

Responsibility: the Manager

Types of due diligence:

Full due diligence, conducted in accordance with the guidelines above mentioned with reference to the Regulations on the Intermediary Agreement

No/Reduced due diligence depending on the circumstances (due to the customs of the relationship with the partner, its recognized standing, its demonstrated reliability, the Partner’s excellent ethical reputation) and/or in the case the Joint Venture will not:

market or sell products, services to public entities or government customers, nor

engage in lobbying activities before Public Officials, nor seek regulatory approvals from or be subject to regulatory oversight by

Public Officials, nor have other Relevant Contacts with Public Officials


Due Diligence Documents (questionnaire checklist)

a) Potential Partner incorporation documentsb) Registration documentsc) Independent confirmation of ownershipd) Curricula of all principalse) Audited Financial Statementsf) Criminal records/self declaration g) Potential Partner Code of Ethics or other Compliance related Proceduresh) others…


Outcome of the Due diligence

Results of the due diligence (to be summarised by the manager in a note):

Why the Intermediary/partner is considered material for the conclusion of the deal;

How the Intermediary or the partner’s selection procedure started, how the Intermediary was selected;

The persons chosen for conducting the negotiation; The summary of the negotiations conducted to determine compensation; Information of any current, past or pre-existing relationship with Saipem; A list of the sources that have been used to verify the information

contained in the Questionnaire and to conduct the due diligence. The description of the activities that will be carried out by the Joint Venture

and of the structure of the Joint Venture; Any Red Flag or particular risk resulting from the due diligence.


Red Flags: examples

Unusual circumstances relevant to the Intermediary’s selection;

Country/industrial sector of the Intermediary with bribery reputation or headquarters in a so-called tax heaven/country with a high rate of corruption;

the Intermediary has unusual corporate structure, was recently incorporated or has no activity, no/poor staff, is a “mail-box";

the Intermediary is owned by or employs a Public Official or a Public Official’s Family Member;

the Intermediary is in conflict of interest, has questionable reputation, has been prosecuted or convicted, debarred or blacklisted;

the Intermediary has no adequate internal control system;

the Intermediary refuses to provide information requested during the due diligence;

the Intermediary’s business scope is not coherent/consistent with the contractual activity or has no/poor experience;


Red Flags: examples

The Intermediary requests for payment in cash or to another or into a bank account registered in a country different from the its headquarters country of residence or

where the Intermediary provides services

The Intermediary requests for an increase in price during negotiations or for an unusual transaction structure, inclusion of incorrect or unnecessary cost items;

The Intermediary requests for payment before completion of a project or request unusual/not reasonable large payments;

The Intermediary requests for reimbursement of no/poorly documented expenses;

Services not provided directly but through third parties;

Incomplete/inaccurate information in required disclosures for invoices;

Prohibition by the laws of the country to use Intermediary


Minimum contents of the Intermediary Agreement

The agreement must contain the clauses indicated in the Regulations, among which:

details on the project/business/deal for which the agreement is to be retained;

description of the services to be provided by the Intermediary; anti-corruption clauses and representations and warranties; details on the compensation, billing terms and payments; right of Saipem to prior approval of any sub-partner; right of Saipem to carry out audits; right of Saipem to terminate the agreement, in case of breach of

the anti-corruption laws and the anti-corruption obligations, representations and warranties

No waiver or amendments to the standard clauses can be made without the agreement of the Anti Corruption Legal Support unit


Intermediary Agreement Form


Minimum contents of the Joint Venture Agreement (1)

Control of Saipem over the joint venture Saipem shall cause the joint venture to adopt a Code of Ethics, an

Organization, Management and Control Model, the Anti-Corruption Compliance Guideline and any other Anti-Corruption procedures

No control of Saipem over the joint venture Saipem shall use its influence to cause the joint venture

to adopt principles of ethical conduct, including anti-corruption policies, in line with those on which Saipem activity is based and

to meet the standards set up in the Anti-Corruption Compliance Guideline by adopting and maintaining an adequate system of internal accounting standards and controls that are consistent with the requirements established by the anti-corruption laws


Minimum contents of the Joint Venture Agreement (2)

The jv agreement must contain the clauses indicated in the Regulations, among which:

commitment by the jv leader and/or each other partner to cause the jv to adopt and to keep in place an internal control system and a compliance program for the prevention of corruption and to implement they;

anti-corruption clauses/representations/warranties by the legal representatives of the jv and by any of the jv partner;

right of Saipem to carry out audits on the jv and the jv leader; provisions to protect Saipem against the risk of violation of the anti-bribery

clauses in case of change of control of each partner; right of Saipem to approve any transferability of the jv agreement or of

some of the obligations and rights contained therein by the partner to third parties;

right of Saipem to terminate the jv agreement, in case of breach by any partner of the anti-corruption laws and the anti-corruption obligations, representations and warranties

No waiver or amendments to the standard clauses can be made without the agreement of the Anti Corruption legal Support unit


JV Agreement Form


Evaluation and decision


Reviews the results of the due diligence, the draft of the agreement and any Red Flags; Suggests any appropriate further actions.

The Board of Directors

Approves the Partner/Intermediary and the joint venture structure.


Responsibility:

the Manager or the Contract Manager high reputation adequate training

Duties of the Manager/Contract Manager:

monitoring the execution of the Intermediary/JV Agreement; ensuring Intermediary or the partner’s diligence and compliance with

Anti-Corruption laws and policies; pointing out any possible Red Flags and alerting the Anti-Corruption

Legal Support Unit; monitoring the internal control system and compliance program

adopted by the jv; monitoring the relationships with the jv’s counterparties, especially

when they are public entities; drafting a yearly report to be submitted to the Anti-Corruption Legal

Support Unit

Management of the Intermediary/JV Agreement


Management of the Intermediary Agreement

Accounting records

Intermediary’s compensation are recorded in a specific book-keeping account

the original documentation related to the Intermediary and the Intermediary Agreement is to be saved for ten years

Payments to the Intermediary

subject to written authorization of the Contract Manager who shall confirm that the service has been rendered

only against invoices or written requests for payments from the Intermediary

exclusively on the bank account in the name of the Intermediary as indicated in the Intermediary Agreement

never on ciphered accounts or in cash, or to a party other than the Intermediary, or in a country other than the parties’ countries, or other than the country where the services have to be performed


Flow Chart Joint Venture AgreementBU finds it necessary to enter into a Joint Venture with one or more Partners

In depth Due Diligence Manager asks ACLSU to waive or to advance with a reduced Due

Diligence.

ACLSU finds necessary an in depth Due Diligence.

ACLSU specify in writing if it’s enough a reduced or DD is not necessary.

Manager draws up the DD Note and sends all the documents to the ACLSU.

ACLSU review the DD on the basis of the information furnished.

Manager shall transmit the Note, The indication provided by ACLSU to the BOD

for approval.

Manager negotiates the JV pursuant to the CSP.

Final draft of the JV is sent by the Manager to ACLSU which shall check the

draft complies with the CSP

ACLSU believes that DD complies with the CSP and sand back the note to the

Manager. ACLSU if necessary suggests any

other appropriate further actions.

Manager embodies all the clauses foreseen in the CSP in the JV agreement.

Manager requests to ACLSU the possibility to modify or waive one of the

clauses foreseen by the CSP.

1-A 1-B

2


Flow Chart Intermediary Agreement

BU finds necessary to enter into an Intermediary Agreement.

Due Diligence on the potential Intermediary.

The data and the info gathered through the DD are collected into a Note by the

Manager who negotiates the agreement.

ACLSU review the DD on the basis of the guidelines and the existence of Red Flags.

ACLSU, if necessary, suggest to the Manager any appropriate further actions

(e.g. further Due Diligence).

Manager shall transmit the Note, the result of the check by the ACLSU and the outcome of any

further action to the BOD for approval.

Manager asks to ACLSU the possibility to waive or modify one of the clauses for the

Agreement.

Manager negotiates the Agreement including all the clauses contained in the

CSP.


New project: Follow up Due Diligence


Partner Approved more than a year ago:1) Renewal Due diligence Questionnaire


Partner Approved more than a year ago:2) Further Board of Directors Approval


Reviews the results of the Renewal Due Diligence Questionnaire; Suggests any appropriate further actions.

The Board of Directors

Approves the Partner/Intermediary and the joint venture structure.


Agenda



Ancillary procedures foreseen by the Guideline

Charitable Contributions and Sponsorship “STD-COR-HR-022-E” Acquisitions and Dispositions “STD-COR-STRA-002-E” Entertainment Expenses “STD-COR-FINA-004-E” Joint Ventures “STD-COR-LEGA-007-E” Intermediaries “STD-COR-LEGA-001-E rev.03” Standard Contractual Clauses Concerning the Administrative

Liability of the Company for Unlawful Administrative Acts Deriving from an Offence “STD-COR-LEGA-002-E”

Relationship with Covered Business Partners Selection of Personnel Accounting Policies


Charitable Contributions and Sponsorship “STD-COR-HR-022-E”

According to the Procedure “STD-COR-HR-022”, the identification of the beneficiaries of Saipem’s donations (only to charitable associations) must be ethical, transparent and according to Internal procedure and Reference Lists controls.

The Anti-Corruption Unit checks information on the beneficiary of the donation and only after a positive feedback Saipem can proceed with the donation.

Same for sponsorship activities.Due Diligence on the Counterparty and Anti Corruption Unit Check


Sponsorship Agreement FORM


Acquisitions and Dispositions “STD-COR-STRA-002-E”

Every activity of acquisition or disposition is subject to an Anti- Corruption Due Diligence on the Partner.

The Due Diligence in case of acquisition is not avoidable. The Due diligence for disposition is avoidable.

The Anti Corruption Unit checks the Due diligence outcome with the respect of the Procedure.


Experience – Obstacles and Solutions Obstacles:

Partners are reluctant to accept our policy (loss of opportunity for Saipem) Time-consuming due diligence clashes with transactions on a fast track Business Units object to carry out the due diligence Dealing with oil companies controlled by local governments that are “offended” by our

policy

Partners’ pressure to adopt their own anti-corruption policy rather than Saipem’s.

Solutions Boosting managers’ sense of responsibility Saipem’s recognized contractual strength as a market leader Reduced due diligence when partner is “low risk” Contractual clauses providing for reciprocity of undertakings Accepting best practices policies similar to Saipem’s Stressing that Saipem policy is submitted to all counterparties and not “ad

personam”


Agenda



Monitoring of Legal Events

1) Purpose of the procedure

2) Subjects of the procedure

3) Information Flow

4) Collect of documents


1) Purpose of the procedure

The purpose of the Procedure Monitoring of Legal Events is:

To define the main responsibilities and operating procedures that personnel must abide by and shall actively and fully cooperate, in the event of notification of investigations and/or visits at their place of work, being conducted by Italian state bodies/authorities or foreign states with criminal jurisdiction or with power of inquiry;

to provide the necessary information channels with Saipem S.p.A.and eni S.p.A. to ensure prompt management of all notifications received and to direct, in a timely manner, the efficient adoption of measures to be taken by the relevant departments, and the coordinated monitoring of internal and external communications.



Receiver: Position with the role of receiving third parties in Saipem work place and offices and in its Subsidiaries (Offices with Reception) or

anybody who works in the operating unit (for Offices without Reception).

Corporate Contact: Person who the Receiver must immediately contact whenever representatives or officials of the above-mentioned

bodies/authorities visit the Work Place; ;

Saipem Corporate Contact isElisabetta Vailati – Saipem Anti-Corruption Unit and Legal Compliance Manager

[email protected] tel. + 39 02 520 43958cell. + 39 340 2261051.


2) Subjects of the procedure – The Corporate Contact

Saipem Corporate Contact has the following responsibilities:

reports events to the TeamPeg members; reports events to the eni S.p.A. Legal Events Monitoring Team Technical

Secretary; guarantees the necessary assistance and cooperation during receipt

and registration of notifications received; implements instructions by the TeamPeg; ensure updating, maintenance and distribution of the procedure



Team Presidio Eventi Giudiziari of Saipem S.p.A. (TeamPeg):

Saipem S.p.A. structure that directs and coordinates the actions to be carried out within Saipem S.p.A. and its subsidiaries when legal events arise.

It is composed of the Heads of the following functions:General Counsel, who acts as Team coordinatorHuman Resources, Organization and ICTFinance, Administration and control Internal Audit.


2) Subjects of the procedure - TeamPeg Responsibilities

Il TeamPeg is responsible for :

examining communications received in relation to legal events in order to ascertain the potential involvement of Saipem S.p.A. in investigations or the potential damage to the image or reputation of Saipem Group. In the event of a potential risk, define guidance and coordination actions and, where necessary, formulate proposals to present to the Chief Executive Officer of Saipem S.p.A. or the Executive Top Manager of the company involved (Managing Director, General Manager, etc);

monitoring the implementation by the companies/ structures/ units involved in the guidance and coordination actions defined by the same Saipem S.p.A TeamPeg;

periodically monitoring the evolution of events and updating assessments with regard to potential involvement of Saipem or damage to the Saipem S.p.A. image or the reputation of the Group as well as informing the CEO of Saipem S.p.A.;

informing, through the Head of the Internal Audit Function, the Board of Statutory Auditors and Internal Control Committee of Saipem S.p.A. of communications received. The Corporate Contact shall transmit such communication to the company Managers (depending on the type of case), as well as the Organismo di Vigilanza of Saipem S.p.A.;

ensuring the preparation of external communications, if necessary, through the Head of the External Communication Department and provide guidance and coordination for companies/structures/departments involved


3) Information Flow in Saipem S.p.A.

63

eni S.p.A. Team Presidio Eventi Giudiziari technical secretariat

Saipem S.p.A. Organismo di Vigilanza(Compliance Committee)

IN. AU.Collegio Sindacale and Comitato Controllo Interno


3) Information Flow in the Subsiadiaries

64

Evenctual Herarchycal Superior

Compliance Committee of the Subsidiary

Executive Top Manager of the Subsidiary

Corporate Bodies of internal control

Saipem S.p.A. C.E.O.

Eni S.p.A. Team Presidio Eventi Giudiziari technical secretariat


4) Collecting documents in Saipem S.p.A.

65


4) Collecting documents in Saipem Subsidiaries

66


Agenda



Any questions?


Contacts

Pietro Galizzi Senior Vice President General Counselph.: +39 02 520 44466 e-mail: [email protected]

Alessandro Riva Senior Vice PresidentInternal Auditph.: +39 02 520 34184 e-mail: [email protected]

Elisabetta Vailati Anti-Corruption Unit and Legal Compliance Managerph.: +39 02 520 43958 e-mail: [email protected]

saipem anti-corruption compliance guideline and relevant procedures p. galizzi – gclc meeting, 18...

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