The Shareholders’ Meeting represents the institutional meeting point of the Company’s management and its Shareholders. At these meetings, Shareholders may ask questions pertaining to items on the agenda or the Company’s management at large. The information provided shall comply with the provisions applicable to inside information.
The functions of the ordinary Shareholders’ Meeting are regulated by Article 2364 of the Italian Civil Code; these are: (i) approving the Annual Financial Report; (ii) appointing and dismissing Board Directors, and determining their number within the limits set forth in the Articles of Association; (iii) appointing the Statutory Auditors and the Chairman of the Board of Statutory Auditors; (iv) appointing the external auditors, at the reasoned proposal of the Board of Statutory Auditors; (v) setting the remuneration of Board Directors and Statutory Auditors according to the law; (vi) deliberating on the responsibility of Board Directors and Statutory Auditors; (vii) deliberating on any other issues ascribed to it by the law; (viii) approving the Shareholders’ Meeting Regulations. The functions of the extraordinary Shareholders’ Meeting are regulated by Article 2365, paragraph 2, of the Italian Civil Code; these are: deliberating on amendments to the Articles of Association and on extraordinary transactions such as, for example, capital increases, mergers and demergers, excluding the matters for which the Board of Directors is responsible in accordance with Article 20 of the Articles of Association.
To promote Shareholder attendance, a notice of Shareholders’ Meeting is also published on the Company’s website. The Shareholders’ Meeting of January 30, 2001 approved the Shareholders’ Meetings regulations (posted on Saipem’s website www.saipem.com) to ensure smooth and effective meetings proceedings and, specifically, to safeguard every Shareholder’s right to intervene on items under discussion. The Extraordinary Shareholders’ Meeting of April 30, 2007 had approved the amendments to the Company’s Articles of Association in order to comply with the provisions of Law No. 262/2005 on protection of investors and had granted the Board of Directors the power to approve amendments to the Articles of Association if required by law.
On December 13, 2010, the Board of Directors approved amendments to the Articles of Association in compliance with the new provisions of law in terms of Shareholders’ rights (Law Decree No. 27 of January 27, 2010).
Specifically, they provide that the Annual General Meeting be called through publication on the Company’s website in addition to all other methods set forth in Consob Regulations and in compliance with the law and current legislation.
The legitimate attendance at Shareholders’ meetings and the exercise of voting rights is confirmed by a statement to the Company from the accredited intermediary in compliance with his/her accounting records, on behalf of the Shareholder entitled to vote.
This statement is based on the intermediary accounting records registered at the end of the seventh trading day prior to the date of the Shareholders’ Meeting on first call. Credit and debit records after this deadline shall not be considered for the purpose of legitimising the exercise of voting rights at the Shareholders’ Meeting. Statements issued by the intermediaries must reach the Company by the end of the third trading day prior to the Shareholders’ Meeting on first call.
Shareholders who, solely or jointly, represent at least one fortieth of the share capital may request, within ten days from publication of the calling of the Shareholders’ Meeting, detailing items they wish to be added to the meeting agenda.
Shareholders entitled to vote may delegate others to represent them at the Shareholders’ Meeting pursuant to the law; to do so, they must present a request either in writing or electronically. The electronic proxy can be filled in on Saipem’s website and sent via certified e-mail, under the terms advised in the notice of Shareholders’ Meeting and in compliance with current legislation and regulations.
At the proposal of the Board of Directors put forward at their meeting of March 8, 2011, the Extraordinary Shareholders’ Meeting on May 4, 2011 approved amendments to the Articles of Association relating to Shareholders’ rights, i.e. amendments of a non-normative nature pursuant to Law Decree No. 27 of January 27, 2010, which assign the Company a right of choice.
Specifically, these amendments concern the opportunity to hold ordinary and extraordinary Shareholders’ meetings in single call (Articles 12, 13 and 19 of Articles of Association), the opportunity to provide in the notice of meeting the option to participate in the Shareholders’ Meeting remotely and cast votes electronically (Article 13 of Articles of Association), and the power to appoint a Shareholders’ representative (Article 13 of Articles of Association), upon whom Shareholders may confer a proxy, with voting instructions on all or a number of items on the agenda, by the second trading day prior to the date established on first call of the Shareholders’ Meeting. The proxy is conferred by signing a proxy form, the content of which is governed by Consob regulation. Pursuant to Article 135-undecies of Law No. 59/1998, for the 2013 General Shareholders’ Meeting, the Company appointed Mr. Dario Trevisan as Shareholders’ Representative, whom the Shareholders may confer a proxy free of charge with voting instructions on one or more proposal on the agenda.
At their meeting of March 13, 2013, the Board of Directors amended the Articles of Association, specifically Articles 11, 13 and 19, to reflect the new provisions of Law Decree dated June 18, 2012 (so-called ‘Corrective Decree’) which in turn amended Law Decree No. 27 of January 27, 2010 (implementing EU Directive on ‘Shareholders’ Rights’). Now Shareholders representing at least one fortieth of the share capital may submit resolution proposals on items already on the General Shareholders’ Meeting agenda, under the same terms and deadlines currently used for presenting additions to the meeting agenda (Article 126-bis of Law No. 58/1998). These amendments are of a purely normative nature and can be approved by the Board of Directors pursuant to Article 20 of Articles of Association and Article 2365, paragraph 2, of the Italian Civil Code.
At the Shareholders’ Meeting called to approve the financial statements, the Board of Directors reports on activities that occurred during the year, both through reports in the financial statements, made public prior to the meeting through methods as provided by the law and current regulations, and by answering questions and requests for clarification posed by the Shareholders.
At the Shareholders’ Meeting, votes are cast using remote controls, which facilitate the Shareholders in exercising their rights and ensure that the voting results are immediately available.
At the proposal of the Board of Directors of March 13, 2012, the Extraordinary Shareholders’ Meeting of April 27, 2012 approved amendments to the Company’s Articles of Association required to comply with new regulations aimed at promoting gender balance in Boards of Directors and Control Bodies of listed companies (Law No. 120 of July 12, 2011, and Consob Regulation No. 18098 of February 8, 2012). Articles 19 and 27 were amended and new Article 31 added.
The General Shareholders’ Meeting of April 30, 2013 was attended by the Chairman Alberto Meomartini, the CEO Umberto Vergine, the Deputy CEO Hugh James O’Donnell, and the Directors Nicola Greco and Mauro Sacchetto.
The Director Nicola Greco, in his capacity as member of the Compensation and Nomination Committee, illustrated to the Shareholders present the methods used by the Committee to exercise its functions.