Internal Dealing

At their meeting of March 13, 2013, the Board of Directors approved the Management System Guideline ‘Market Abuse’, which improves the effectiveness of the internal discipline and aligns it to the ensuing legislative amendments and market abuse best practice. Furthermore, this new MSG consolidates in the same document the following procedures previously in force, which had been approved by the Board of Directors on March 23, 2006: ‘Procedure regulating Market disclosure of inside information’, ‘Upkeep and update of the List of persons having access to inside information’, ‘Procedure regulating the identification of relevant parties and operations carried out by them, directly or through third parties, involving shares of Saipem SpA or other associated financial instruments (Internal Dealing Procedure)’.

This Management System Guideline (‘MSG’) sets forth the principles and the rules whereby Saipem SpA and its direct or indirect subsidiaries, in Italy or abroad should undertake the internal management and disclosure to third parties of company documents and information concerning Saipem, with particular reference to Inside Information. To this end, this MSG also governs the creating, maintaining and updating of the Register of persons having access to the aforesaid information, as well as the identification of the relevant persons and disclosures relating to the transactions undertaken by them, including those handled by proxies, involving the shares issued by Saipem SpA or by listed Subsidiaries or other financial instruments linked to these shares (‘Internal Dealing’).

Specifically, striving for continuous improvement, the procedure:

  • reinforces the principles of conduct for ensuring the confidentiality of business information in general, as required by the Corporate Governance Code;
  • identifies the scope of application of the relevant legislation vis-à-vis Saipem subsidiaries. In particular: this Management System Guideline introduces the criteria for the identification of subsidiaries, which, due to the relevance of their operations, are obliged to create and maintain the Register of persons with access to Saipem inside information;
  • reinforces the internal management of inside information, establishing assessment procedures, and the specific rules of conduct for those who have access to inside information. To this end, a non-exhaustive list of examples of inside information was prepared, based on national and international best practice, to aid Saipem functions in the possible identification of an item of information as Inside Information;
  • it reviewed the discipline governing the creation, updating and maintenance of the Register of persons with access to inside information of Saipem SpA, transferring the responsibility of the Register from the Human Resources and Organisation department to the General Counsel, Governance and Company Affairs department. Furthermore, management may decide to add persons to the Register, who may have access to inside information on a regular basis. Relevant subsidiaries may also delegate the upkeep of their own Register to Saipem, if the relevant conditions are met;
  • reinforces the discipline governing public disclosure of inside information, defining which inside information is subject to disclosure and, in particular, the process for issuing press releases;
  • streamlines and clarifies the rules on internal dealing, maintaining the fundamental principles of the previous discipline, including the institution of blocking periods for transactions involving Saipem shares and financial instruments linked to such shares carried out by relevant parties. However, exclusion cases were reviewed in order for the Management System Guideline to be consistent with the relevant external regulations.

On October 28, 2013, the Board of Directors reviewed the scope for the identification of persons considered relevant for the purposes of the Internal Dealing procedure: these are the members of the recently-formed Executive Committee and all personnel reporting directly to the CEO.

With the implementation of the ‘Market Abuse’ MSG on May 9, 2013, new provisions have been put in place to make the Register of parties having access to sensitive information compliant to the new guidelines. All Group subsidiaries have implemented this MSG through a resolution of their own Board of Directors, whilst all subsidiaries considered relevant have delegated the task of maintaining their Registers to Saipem SpA.

The procedure ‘Internal Dealing’ is published on Saipem’s website www.saipem.com under the section ‘Corporate Governance’.