Introduction

Pursuant to the applicable legislation and regulations1, this Report, which was approved by the Board of Directors on March 14, 2014 at the proposal of the Compensation and Nomination Committee, defines and illustrates:

- in the first section, the Policy adopted for 2014 by Saipem SpA (‘Saipem’ or the ‘Company’) for the remuneration of Directors and other Senior Managers with strategic responsibilities2, indicating the general aims pursued, the bodies involved and the procedures applied for the adoption and implementation of the Policy. The general principles and guidelines of Saipem’s remuneration policy are also used to determine the remuneration policy adopted in companies that are directly or indirectly controlled by Saipem;

- in the second section, the remuneration paid in 2013 to Saipem’s Directors, Statutory Auditors and Senior Managers with strategic responsibilities.

The two sections of the Report are preceded by a summary of the main information, which aims to provide the market and investors with a clear and concise picture of the key elements of the 2014 Policy.

The Report also shows shares held in the Company by the Directors, Statutory Auditors and Senior Managers with strategic responsibilities.

The Remuneration Policy described in the first section of this Report was established:

- in line with the governance code for listed companies promoted by the Italian Stock Exchange (‘Corporate Governance Code’), which Saipem has adopted;

- taking into account the recent legislative developments and in particular the requirements set down by Article 84-ter of Law No. 98 of August 9, 2013 concerning the remuneration of Executive Directors of companies controlled directly or indirectly by Public Authorities3. In this regard the Board of Directors have ascertained, through the Compensation and Nomination Committee, which examined the requirements of the law with the support of a legal consultant over the course a number of committee sessions, that the Company is exempt from the requirement to present a proposal for the remuneration of its Executive Directors, since it falls within the ambit of the circumstances regulated by paragraph 5-sexies of Article 84-ter.

The Report was submitted to Borsa Italiana and was made available to the public at the Company’s registered office and on the ‘Corporate Governance’ section of Saipem’s website twenty-one days before the Shareholders’ Meeting called to approve the 2013 Financial Statements and to pass a non-binding resolution in favour or against the first section of the Report, in accordance with the applicable legislation4. Information related to share-based remuneration plans currently in force is available in the ‘Corporate Governance’ section of Saipem’s website.

(1) Article 123-ter of Legislative Decree No. 58/1998 and Article 84-quater of the Consob Issuers Regulation (No. 11971 of May 14, 1999, as amended).
(2) The term ‘Senior Managers with strategic responsibilities’, as defined in Article 65, paragraph 1-quater of the Consob Issuers Regulation, refers to persons with direct or indirect planning, coordination and control responsibilities. Within Saipem, the Senior Managers with strategic responsibilities are the senior managers serving on the Executive Committee and all those reporting directly to the CEO.
(3) Article 84-ter of Law No. 98 of August 9, 2013 amended Article 23-bis of Legislative Decree No. 201/2011 (converted into law with amendments by Law No. 214/2012), introducing three new paragraphs (5-quater, 5-quinquies, 5-sexies), which state: 5-quater. In companies that are directly or indirectly controlled by public authorities pursuant to Article 1, paragraph 2 of Legislative Decree No. 165 of March 30, 2001 that issue exclusively financial instruments other than shares listed on regulated markets, as well as in the subsidiaries of such companies, remuneration of the CEO and the Chairman of the Board of Directors pursuant to Article 2389, paragraph 3 of the Italian Civil Code may not be greater than 75 percent of the overall total remuneration package awarded for any and all duties, including employed work, for the previous mandate. 5-quinquies. In companies that are directly or indirectly controlled by public authorities pursuant to Article 1, paragraph 2, of Legislative Decree No. 165 of March 30, 2001 that issue shares listed on regulated markets, the Company’s management bodies shall submit a proposal for the remuneration of the Executive Directors of said companies and their subsidiaries that is compliant with the criteria set out in paragraph 5-quater to the Shareholders’ Meeting. The public shareholder is bound to approve the above proposal. 5-sexies. The provisions set out in paragraphs 5-quater and 5-quinquies are only applicable to the first renewal of the mandate of the Board of Directors subsequent to the date on which the provisions entered into force or, where renewal of the mandate has already taken place, to remuneration that is yet to be defined or that is yet to be confirmed. The provisions set out in paragraphs 5-quater and 5-quinquies shall not apply if, in the twelve months prior to the entry into force of the provisions, the remuneration of the CEO or the Chairman of the Board of Directors has been subjected to reductions of an amount at least equal to those required.
(4) Article 123-ter, paragraph 6 of Legislative Decree No. 58/1998.