Issuer profile

The Saipem Group is a world leader in the provision of engineering, procurement, project management and construction services with distinctive capabilities in the design and execution of large-scale offshore and onshore projects, and technological competences such as gas monetisation and heavy oil exploitation, with a strong international bias towards operations in remote areas, ultra-deepwaters and challenging environmental conditions.

Compared to its major global competitors offering turnkey solutions in the Oil & Gas industry, Saipem represents one of the most balanced groups in terms of core businesses (Onshore and Offshore Engineering & Construction in addition to Drilling), the markets in which it operates (strong geographical diversification) and client base (mainly major national and international oil companies). Saipem enjoys a competitive position of excellence in the provision of EPIC (‘Engineering, Procurement, Installation and Construction’) and EPC (‘Engineering, Procurement and Construction’) services to the oil industry both Onshore and Offshore. In the Drilling sector, Saipem is active in some of the most complex areas in the oil industry (North Sea and ultra-deepwater) often creating positive synergies with Onshore and Offshore operations.

Saipem is organised into two business units: Engineering & Construction and Drilling, integrated into a single centre of responsibility headed by the Chief Operating Officer.

From a geographical standpoint, Saipem has a heavy international bias, with approximately 94% of revenues generated outwith Italy and approximately 87% outwith Europe. The global spread of its reference markets, its growth in size and the complexity of its core businesses have created the need, on the one hand, to pursue a delocalisation policy of its operational hubs towards the relevant geographical areas, namely Northern Europe, West and North Africa, the Middle East, the Caspian region, South East Asia, Australia, Canada, the Gulf of Mexico and South America, and on the other, to develop, in specific areas of competence, specialised know-how at certain Group companies involved in specific operations.

Alongside the major European hubs (Milan, Paris, Fano and London), the majority of Saipem’s 50,000-strong workforce is comprised of more than 110 nationalities. The fleet of vessels, logistical bases, construction and fabrication yards and engineering centres in host countries are staffed by a significant number of expatriate resources from developing countries (mainly India and South East Asia) alongside strong local content. Furthermore, Saipem has important service hubs in India, Croatia, Romania and Indonesia. Saipem’s activities are focused on clients and resources, with particular importance being placed on their health and safety. Saipem’s QHSE systems, namely the ‘Health & Safety Environment Management System’ and the ‘Quality Management System’ have obtained Lloyd’s Register International Standard certification ISO 9001:2000.

Principles

Saipem undertakes to maintain and strengthen a governance system in line with international best practice and standards. The complexity of the situations in which Saipem operates, the challenges of sustainable development and the need to take into consideration the interests of all those having a legitimate stake in the corporate business (‘Stakeholders’), increase the importance of clearly defining the values and responsibilities that Saipem recognises.

Compliance with the law, regulations, statutory provisions, self-regulatory codes, ethical integrity and fairness, is a constant commitment and duty for all Saipem personnel, and characterises the conduct of Saipem’s entire organisation.

All personnel working for Saipem, without distinction and/or exceptions, are committed to observing and enforcing the aforementioned principles, within their own function and responsibilities, in addition to the values and principles in matters of transparency, energy efficiency and sustainable development, as stated by Institutions and International Conventions.

The belief of acting in Saipem’s interests cannot in any way justify the adoption of practices contravening these principles.

Business ethics

Saipem’s business and corporate activities must be carried out in a transparent, honest and fair way, in good faith, and in full compliance with competition protection rules.

Specifically, Saipem applies the OECD (Organization for Economic Co-operation and Development) guidelines for multinational companies.

Stakeholders

Saipem is committed to respecting all stakeholders with whom it interacts in business, as it believes that they are an important asset to the Company.

Labour protection and equal opportunities

Saipem respects the universally recognised core labour standards contained in the Fundamental Conventions of ILO (International Labour Organisation); it guarantees the freedom to form a union and the right of collective bargaining; it repudiates any form of forced or juvenile labour and/or discrimination. In addition, Saipem is an equal opportunity employer and guarantees its employees equal treatment, based on merit.

Development of professional skills

Saipem values and promotes the development of skills and competencies of each employee in addition to team work, so that the energy and creativity of an individual can realise their full potential.

Diversity

Saipem’s business conduct is inspired by the respect it affords to cultures, religions, traditions, ethnic diversity and the communities in which it operates, and strives to preserve their biological, environmental, social, cultural and economic identities.

Cooperation

Saipem is committed to promoting the quality of life and the social and economic development of the communities in which the Group operates.

Regulatory System

The Regulatory System is part of Saipem’s Corporate Governance and is one of the tools that Saipem S.p.A uses to exercise direction, coordination and control over its subsidiaries, both in Italy and abroad.

Saipem’s Regulatory System is a dynamic system that is continuously improved as the internal and external context evolves. The System is organised, developed and distributed in such a way as to facilitate usability and understanding by its users.

The Regulatory System is process-based, regardless of the positioning of the respective duties within the corporate and organisational structure of Saipem SpA and its subsidiaries. All of Saipem’s activities have been grouped into a map of processes involving more than one area, identifying a Process Owner for each process. The Process Owner is responsible for the adequacy of the design of the Management System Guideline (MSG) relating to the process/rules of compliance or governance within his/her own sphere of competence, and for promoting full compliance with them and their correct application at Saipem SpA and its subsidiaries. Process Owners of compliance MSGs or governance MSGs are also responsible for monitoring the evolution of reference laws, case law and best practices in order to ensure the proper adjustment of the entire Regulatory System.

Saipem uses the Regulatory System to promote the integration of principles of compliance into company processes, with a view to disseminating the rules and standards of control established by the various compliance models, and introducing them into the operational context in which such processes are performed. The regulatory instruments describe the minimum control principles that the persons involved in the regulated process are required to adhere to in order to operate in accordance with the applicable regulations, legal requirements and other Saipem management tools, including the organisational structure, the system of powers and internal proxies and the strategic plan.

Furthermore, Saipem’s regulatory system is based on and is consistent with the general framework, which comprises: legal provisions, the Articles of Association, the Corporate Governance Code, the CoSo Report, the Organisation, Management and Control Model 231, which includes the Code of Ethics and the internal control system over financial reporting.

The Regulatory System is divided into four levels, each comprising a type of regulatory instrument:

  • first level: Policies;
  • second level: Management System Guidelines;
  • third level: corporate regulatory documents;
  • fourth level: company regulatory documents.

The Policies, MSGs and corporate regulatory documents are issued by Saipem SpA, are some of the instruments used by Saipem SpA in its role of steering, coordination and control over its subsidiaries.

The Company regulatory documents are issued by Saipem SpA and its various entities; they are regulatory instruments specific to the individual companies (Saipem SpA and subsidiaries) that define, where necessary, the principles, operational rules and controls set forth in Policies and MSGs and by the other reference corporate regulatory documents.

Regulatory System

Policies

They define the fundamental principles and mandatory rules of conduct that must inspire all activities carried out by Saipem in order to guarantee the achievement of business objectives, considering all relative risks and opportunities.

They apply to Saipem SpA and its subsidiaries.

Management System Guidelines

These are common to all Saipem entities and comprise of:

  • process MSGs: for each business process, these define the imperative principles for effective management of the process, and identify roles, conduct, information flows and control principles;
  • compliance MSGs and governance MSGs: these define, for each matter of compliance and governance, reference rules that aim to ensure compliance with laws, regulations or self-discipline rules, identifying roles, behaviour, information flows and control principles and/or standards.

They apply to Saipem SpA and its subsidiaries.

Corporate regulatory documents

These are the documents that discipline processes and specific issues/areas of interest to the Company at Saipem level, supplementing the content of the MSGs or defining them in greater detail. They guide the work carried out by Saipem with the aim of guaranteeing standards of conduct and pursuing compliance objectives, by describing the tasks and responsibilities of the Company structures/positions involved in the relevant processes, the management and control methods and the communication flows. These include:

  • Standard Procedures, which set down indispensable principles, controls, tasks, responsibilities and actions for the regulation of a given work process, or establish specific rules of compliance/governance which are common to all Saipem entities;
  • Operating Procedures, which define methods for carrying out specific tasks, or detailed operating methods and the respective responsibilities for performing a given work process.

Standard Procedures apply to Saipem SpA and its subsidiaries, following implementation by the Board of Directors of each subsidiary. The Operating Procedures apply to Saipem SpA, and constitute corporate best practice for its subsidiaries.

Company regulatory documents

These define the principles and operating procedures for each specific Company area in order to ensure compliance with local and international legislation, they standardise in detail the sub-processes or the activities linked with the macro-processes already defined in a corporate regulatory document and/or describe a process in detail and in line with the specific company characteristics.

They apply to the individual companies responsible for their issue.

To rationalise and improve the efficiency of the body of documents that define general principles and conduct rules that must inspire all actions carried out by Saipem and its subsidiaries, and to ensure the achievement of corporate objectives, Saipem between 2010 and 2012 issued ten specific Policies entitled:

  • Our people;
  • Our Partners in the value chain;
  • Global Compliance;
  • Corporate Governance;
  • Operational Excellence;
  • Our Institutional Partners;
  • Information Management;
  • Our Tangible and Intangible Assets;
  • Sustainability;
  • The Integrity in our Operations.

Furthermore, sixteen MSGs were issued, eleven of which were Process MSGs and five Compliance/Governance MSGs.

The development of the Regulatory System progressed in 2013 with the issue of two new Process MSGs and due new Compliance/Governance MSGs.

This development is due to continue in 2014 to cover all Saipem mapped processes (approximately 40).

All Policies and MSGs are posted on Saipem’s intranet and distributed to all subsidiaries. Some of these are published at www.saipem.com.

Health and safety

Saipem ensures the highest health and safety standards for its employees and those of its subcontractors in all geographical areas of operations, and faces all challenges by applying the safety vision: ‘To be winners through passion for Health and Safety’. Saipem’s vision stresses how being safe and healthy equates to being more efficient in terms of business performance. In 2007, Saipem began implementing the programme ‘Leadership in Health and Safety - LiHS’, aimed at creating a strong safety culture throughout the Company by turning its leaders into safety leaders. Specifically, the ‘Leading Behaviours’ campaign launched in 2011 has continued over the years and has been implemented at dozens of Saipem sites worldwide. Leading behaviours are five simple non-negotiable rules, which, when adopted by personnel, shall enable Saipem to achieve excellent Health and Safety standards.

At the end of 2013, Saipem’s Leadership in Health and Safety programme began its seventh year, having reached over 70,000 employees. Saipem is also committed to prevention and health promotion: many were among the initiatives and campaigns launched by Saipem in 2013. The first few months of the year saw the completion of preparations for the new phase of LiHS, which focuses on health. The new initiative, called ‘Choose Life’ is designed to raise awareness of health risks and disease prevention in general. The first workshops have already been held at Group offices in Italy, Nigeria, Romania and Kazakhstan.

An integral part of this campaign is the film also named ‘Choose Life’, featuring three different health issues that are relevant to people working globally in the oil and gas industry: Cardiovascular health, Malaria and STDs.

Again in 2013, the H-Factor campaign was launched and is expected to be rolled out to all Operating Companies and Branches of the Group by 2016.

Also in 2013 activities of the ‘LiHS’ (Leadership in Health and Safety) Foundation continued. The Foundation was set up in September 2010 with the ambitious aim of revolutionising training, enhancing health and safety prevention and protection, by streamlining the principles of communication and promoting interaction. Work focused on the promotion of various initiatives both within Saipem and outside the Group.

With the aim of becoming a global knowledge centre, the Foundation promotes studies, research, training, information and propagation of health and safety material, contributing to the growth in ‘culture and awareness of health and safety at work’, which could also extend into the social and industrial milieu.

Saipem places particular emphasis on Health and Safety training as it deems it one of the main tools for accident prevention.

In 2013, training progressed on employee health and safety, with the launch of specific courses aimed at ensuring compliance with the relevant regulations. At Italian sites a specifically tailored HSE training protocol was rolled out, which conforms to the requisites set forth in the State-Region Agreement. This protocol, issued in July 2013 (rev.2), sets the general criteria for training in terms of Health, Safety and the Environment within Saipem, identifying methods for managing training and the knowledge to be imparted to employees.

Also worthy of note is the programme aimed at preventing falls from heights: the ‘Working at Height Campaign’. This includes preliminary evaluations of the site/project, identification of preventative and necessary protective measures, theoretical and hands-on training of all personnel involved, in addition to tutoring activities.

This campaign aims at curbing the number of accidents involving falls from heights. It was launched in 2012, and, by the end of 2013, it has been rolled out at approximately twenty sites/projects.

Environmental protection

Saipem is aware that all its activities – from planning to design through to local operations – have the potential to affect the environment and local communities. For this reason Saipem strives to continuously improve its environmental performance and minimise the impact of its operations.

To this end Saipem adopts an HSE management system which has been developed in compliance with best international safety standards, it undertakes research and development studies, rolls-out implementation and awareness best practices also through the collation and quarterly publication, on the eNEWS magazine, of main environmental initiatives involving various projects and sites.

With regard to the management of the most critical environmental impacts, Saipem’s focus over recent years has been on accidental spill prevention strategies. Developing adequate spill management procedures at all sites and for all projects, together with the training of all personnel involved in operations and periodic drills proved to be the most effective preventative measure.

Again in 2013, Saipem also focused on improving the energy efficiency of selected assets. Appropriate Energy Assessments were planned and carried out on office buildings in Italy and part of the offshore fleet, starting with Saipem 7000, in order to identify technical solutions to increase energy efficiency. These were partially implemented during 2013, while other solutions are scheduled to be implemented in 2014 and 2015.

In 2012 and 2013, environment monitoring activities were also undertaken to ensure compliance with current legislation specifically with regard to waste disposal, water discharges, atmospheric emissions and environmental restoration.

Pursuant to Law No. 121/2011 environmental offences can now be included in the crimes for which a legal entity can be held liable. Therefore, in 2012 and 2013, Shareholders launched an Implementation Programme to align Model 231 to the environmental offences introduced into Legislative Decree No. 231, with the support of a multi-functional team (Team 231). To this end in April 2013 an updated version of the document ‘Sensitive activities and specific control standards’ was approved. A review of Saipem’s HSE document system was also launched in order to set up a protocol that could prevent the aforementioned environmental offences.

In June 2013 Saipem celebrated World Environment Day (WED), motivating the entire workforce around the world to renew our commitment towards the environment through appropriate actions and initiatives.

For this occasion Saipem coined the slogan ‘Reduce your Foodprint’, in close cooperation with the Corporate Environment and Health departments, launching an ad-hoc campaign aimed at reducing food wastage on projects and sites.

HSE Management System

Saipem’s HSE integrated management system complies with both international standards and the strictest legislation. Many Saipem Group companies have attained ISO 14001 and BS OHSAS 18001 Certification. This ensures the structured management of HSE issues through: organisational procedures, operating instructions, health protocols and training, to ensure continuous improvement of the HSE performance.

At Saipem SpA, the process for the extension of ISO 14001 and BS OHSAS 18001 Certification to the Drilling Business Unit was successfully completed in March 2013. In December 2013, the independent certification body DNV confirmed the certificates obtained by Saipem during periodic inspections. This important achievement confirms Saipem management’s unwavering commitment to HSE themes.

Certification comprises all Saipem’s activities and processes:

  • corporate activities;
  • operations carried out by the Engineering & Construction Business Unit;
  • operations carried out by the Drilling Business Unit;
  • operations carried out by the Integrated Projects division;
  • management of the Head Office in San Donato Milanese and all other offices in Italy.

In 2014, the three-year renewal audits are due to be carried out for ISO 14001 and BS OHSAS 18001 certification.

The Code of Ethics

At the meeting of July 14, 2008, the Board of Directors of Saipem SpA approved a new version of the organisational, management and control Model pursuant to Legislative Decree No. 231 of 2001 (approved for the first time in 2004), entitled ‘Model 231 (inclusive of the Code of Ethics)’ – hereafter Model 2312, accompanied by the document ‘Sensitive activities and specific control standards of Model 231’.

The Code of Ethics – chapter 1 of Model 231 – represents a compulsory general principle and clearly defines, in compliance with the provisions of law, the values that Saipem recognises and accepts, as well as the responsibilities the Company assumes both internally and externally. It imposes fairness, honesty, integrity and transparency on operations, conduct, working practices and relations both internal and external to the Group.

The Code of Ethics provides for the appointment of a Guarantor of the Code of Ethics, whose responsibilities have been delegated to the Compliance Committee (Chapter 3 of Model 231) and which has been granted ‘independent powers of initiative and control’ pursuant to Article 6, paragraph 1, letter b) of Law Decree No. 231/2001 on administrative liability of legal entities deriving from offences. The duties of the Guarantor include the promotion of information and training initiatives towards Saipem’s employees, who are required to observe the principles contained in the Code of Ethics.

In compliance with Confindustria (Italian Manufacturing Companies Association) guidelines and the latest court decisions, the Board of Directors, at the Audit Committee’s proposal, resolved, at their meeting of July 14, 2008, to appoint two non-Saipem personnel as members of the Compliance Committee, to further guarantee its independence. These additional members were selected from among academics and professionals with proven expertise, one of whom took on the role of Chairman of the Committee.

The Compliance Committee, whose mandate lasts a maximum of three years, is renewed by the Board of Directors at the proposal of the Audit and Risk Committee. The Board of Directors, at their meeting of July 30, 2013, resolved the following appointments to the Committee:

Vincenzo Salafia - Chairman (external member), Marco Elefanti (external member), Mario Colombo (internal member - Senior Vice President General Counsel, Corporate Affairs and Governance), Dario Gallinari (internal member - Executive Vice President Human Resources and Organisation) and Gabriel Almandoz (internal member - Senior Vice President Internal Audit). The Compliance Committee’s independence is safeguarded by the position afforded to the aforementioned functions within the Company’s organisation and their reporting lines, pursuant to Article 6, paragraph 1, letter b), of Law No. 231/2001.

The Compliance Committee is supported by its Technical Secretariat, a team responsible for processing information and documents sent by Saipem offices to the Compliance Committee, ensuring their proper collation and review. The Technical Secretariat is also responsible for delivering the decisions taken by the Committee to the relevant parties and monitoring their implementation. Each subsidiary, directly or indirectly, both in Italy and overseas, issues its own Organisational, Management and Control Model, which assigns the functions of Guarantor to its own Compliance Committee.

One of the duties contained in Model 231 of Saipem SpA is the promotion and dissemination of the principles that make up Saipem’s Code of Ethics. This is carried out by a specific multifunctional team reporting to Guarantor of the Code of Ethics (Compliance Committee), the ‘Code Promotion Team’, set up on October 6, 2008, and last re-appointed in October 2013. The Team is made up of 11 members sourced from several internal departments (Investor Relations, Italian Industrial Relations and Social Activities, Human Resources, Secretary’s Office, Personnel Recruitment, Training and Local Content, Organisation, Internal Communication Procurement Coordination, E&C Tendering and Drilling Operations Coordination).

As of today, the Code of Ethics has been translated into 16 languages for publication on the Company’s intranet and website. Another example is the training of new recruits through the ‘Welcome to Saipem’ course and that of employees through attendance of specific courses held at Saipem Group’s overseas companies.

With these initiatives, the Board of Directors further strengthened the internal control system, with the firm conviction that the Company’s business activities, whose aim is the creation of value for its Shareholders, must be founded on the principle of fair conduct towards all stakeholders (comprising, besides the Shareholders, employees, suppliers, clients, commercial and financial partners, in addition to the communities the Group comes into contact with in the countries where it is present) and that this, through the promotion of important social initiatives in a continuous effort to foster amongst stakeholders the awareness that only a business approach that seizes the opportunities and manages the risks resulting from economic, environmental and social development can generate long-term value for all parties involved.

(2) Model 231, comprising the Code of Ethics, is published on Saipem’s website www.saipem.com in the ‘Corporate Governance’ section.

Sustainability

Saipem’s Sustainability Model is designed to support and integrate into the business so as to ensure the creation of stakeholder value through safe, reliable and innovative behaviour and solutions applicable in the management of human resources and assets and the cooperation with local communities, based on the contribution to the territorial development through policies and strategies based on local content.

The Sustainability Model is based primarily on the codification of corporate values and principles: Saipem’s Code of Ethics includes the general principles underpinning corporate life vis-à-vis its internal and external stakeholders. The sustainability policy, updated in 2012, defines the vision, objectives, processes and tools that guide its path towards sustainable business. Strategic direction and approval of sustainability programmes are the responsibility of the Sustainability Committee, a body chaired by the CEO and comprising main representatives of the Company’s Top Management (Corporate Functions and Business Lines).

The Sustainability Committee convened three times in 2013 to discuss results achieved in 2012, approve the Sustainability Report 2012 and the Sustainability Plan 2014. The Plan represents the Company’s commitment towards its stakeholders in the various contexts of operations, the requests of major stakeholders and describes how this commitment shall materialise in the coming year. The implementation of the annual Plan is closely monitored by the Corporate function and is supported by a network of resources located in the most strategic areas.

A study published by the rating company Vigeo3 found that Saipem has been included among the 46 leading companies in terms of integration of Sustainability issues in the Corporate Governance system. The sample Vigeo selected comprised more than 1,200 listed companies which were analysed for: (a) the supervision of corporate responsibility issues by the Board of Directors; (b) the identification of environmental and social risk factors through the internal control system; (c) the role of the audit committee in reviewing environmental and social risk factors; (d) the integration of sustainability performance indicators into executive remuneration practices.

(3) Cfr. http://www.vigeo.com/csr-rating-agency/images/stories/Summary_final_EN.pdf.

Saipem’s organisational structure

Saipem’s organisational structure is based on the traditional administration and control model, whereby the Board of Directors is the central body, solely responsible for the Company’s management.

Supervisory and control duties are the responsibility of the Board of Statutory Auditors, whereas the External Auditors are responsible for the legal auditing of accounts.

The Shareholders’ Meeting manifests the will of the Shareholders, through resolutions adopted in compliance with the law and the Company’s Articles of Association.

The Shareholders’ Meeting appoints the Board of Directors for a maximum term of three years.

The Board of Directors has appointed the Chairman, the Deputy Chairman and CEO (Chief Executive Officer), whom the following positions report to:

  • the Chief Operating Officer (COO), responsible for the Company business operations;
  • the Chief Financial and Compliance Officer (CFCO), responsible for the following functions ‘Administration, Finance and Control’, ‘General Counsel, Corporate Affairs and Governance’ and ‘Information and Communication Technology’;
  • staff and business support units (‘Human Resources and Organisation’, ‘Procurement, Contract and Industrial Risk Management’, ‘Quality’, ‘Health, Safety, Environment and Sustainability’, ‘Institutional Relations and Communication’, ‘Integrated Risk Management’, ‘Business and Technology Development’);
  • the Audit and Risk Committee of Saipem SpA which oversees the Internal Audit function.

The Chairman has the power to represent the Company, pursuant to Article 21 of the Company’s Articles of Association, together with those Directors vested with executive powers (pursuant to Article 26 of Articles of Association).

The Board of Directors, at their meeting of February 13, 2012, resolved to set up:

  • the Compensation and Nomination Committee;
  • the Audit and Risk Committee.

The Board of Directors, having received the opinion of the Board of Statutory Auditors and at the proposal of the Compensation and Nomination Committee, appointed the Company’s Chief Financial and Compliance Officer as the Officer responsible for the preparation of the Company’s financial reporting, pursuant to Article 21 of the Articles of Association.