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-deep waters 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.
From a geographical standpoint, Saipem has a heavy international bias, with approximately 96% 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 delocalization 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 45,000-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 (Organisation 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 and Policies

The Regulatory System is part of Saipem’s Corporate Governance, the organisational structure and the internal control system and is one of the tools that Saipem SpA, as part of Eni’s direction, coordination and control activities, uses to exercise direction over its subsidiaries, both in Italy and abroad, ensuring consistency with:

  • the general framework comprising: legal provisions, the Articles of Association, the Corporate Governance Code issued by Borsa Italiana, the CoSo Report, the principles of Model 231 – specifically the Code of Ethics – and the internal control system on company information;
  • other Saipem management tools: the organisational structure, the system of power allocation and proxies and the strategic plan.

In general terms, the Regulatory System is structured around four hierarchical levels, each consisting of a type of regulatory tool:

  • the first level comprises the Policies, i.e. documents that define general principles and conduct rules applicable to all actions aimed at safeguarding the achievement of corporate objectives, taking into account risks and opportunities. They are enforced at Saipem SpA and all subsidiaries, subject to their adoption having been approved by the Boards of Directors of each company.
  • the other levels comprise documents which regulate compliance and governance processes, identifying, for each specific level, guidelines (Management Systems Guidelines), operative processes, responsibilities and information flows (Corporate Standards and Corporate regulatory documents).

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, the Board of Directors between 2010 and 2012 approved the following Policies:

  • 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.

Specifically, the first Policy deals with the importance of the human factor, the culture of plurality, the enhancement of people, the knowledge and training systems, remuneration, communication and organisational well-being; the second Policy, the promotion of longterm relationships, client satisfaction, the selection process (control chain) and competition; the third Policy, compliance, effectiveness of compliance regulations and continuous improvement; the fourth Policy, integrity and transparency, the practice of excellence, the system of control, direction and co-ordination; the fifth Policy, the culture and achievement of operational excellence; the sixth Policy, the promotion of long-term relations; the seventh Policy, information, IT systems and communication; the eighth Policy focuses on the appreciation of the Company’s tangible and intangible assets, vital to the establishment and protection of Saipem’s competitive advantage, the achievement of strategic targets, the creation of value through investment aimed at corporate growth and increased value for stakeholders; the ninth Policy enhances the principles of fairness, transparency, honesty, integrity, protection of the Individual and his/her rights, the environment and the general interests of the communities in which it operates, by adopting the highest international standards and guidelines, and making sustainability the driving force towards continuous improvement in the achievement of goals and towards strengthening of financial performance and Company standing, without forgetting the commitment towards sustainable development towards the people and the companies in countries in which Saipem operates; finally the tenth Policy concerns the adoption and implementation of the principles underlying international best practices required to safeguard people, partners, corporate assets and the environment during operations, and to obtain national and international standard certifications for operational processes. Saipem organises specific training initiatives to promote preventive and precautionary conduct and practices.

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, in 2012, the ‘Leading Behaviours’ campaign launched in 2011 continued and was implemented at dozens of Saipem sites throughout the world. Leading behaviours are a series of simple rules to be adopted by personnel, which enables Saipem to achieve excellent Health and Safety standards.
A new initiative is soon to be launched, not in respect of safety but of health: in 2012, a film was produced to feature in a campaign to be aired in 2013. At the end of 2012, Saipem’s Leadership in Health and Safety programme began its sixth year, having reached over 70,000 employees.
The ‘LiHS’ (Leadership in Health and Safety) Foundation, set up in September 2010 to further strengthen health and safety behaviours, has closed its second year in operation in 2012, with 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 of accident prevention. In 2012, specific programmes were implemented to ensure compliance with relevant legislation (specifically, in Italy the State-Regions Agreement related to Health and Safety training). Furthermore, an innovative programme was adopted aimed at preventing falls from heights.

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 and therefore strives to constantly 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 publication, on the eNEWS magazine, of main environmental initiatives ongoing on projects and at sites.
In 2012, environment monitoring activities were undertaken to ensure compliance with current legislation specifically with regard to waste disposal, discharges, emissions into the atmosphere and environmental restoration. The gap analysis enables the evaluation of critical issues and Saipem’s responsibilities in respect of Law No. 231 on Corporate Responsibility, the Code of Ethics and Responsibilities of Juridical persons.
2012 also saw the promotion of the last topic of the environmental campaign launched in 2010 with the aim of raising the awareness on specific subjects relating to the main potential environmental impact of Saipem operations. The themes chosen to feature in this campaign are:

  • energy conservation;
  • prevention of oil spills;
  • waste segregation;
  • water conservation and re-use;
  • minimising the ecological footprint.

HSE management system

Saipem’s HSE management system complies with both international standards and the strictest legislation. Many Saipem Group companies have attained ISO 14001 and OHSAS 18001 Certification. This ensures the structured management of health and safety issues for Saipem’s employees through health protocols, training and audits in addition to environmental protection.
At Saipem SpA, ISO 14001 and OHSAS 18001 Certification for the HSE management system was extended in March 2012 to cover ‘Direction, planning, coordination and control of business supporting processes: Human Resources management, Training and Development, Procurement of services and materials, Internal Audit, Company organisation, General services, Legal Compliance and Affairs, and Sustainability’ and also ‘Management of the Head Office in San Donato Milanese and offices in Italy’.
This important achievement not only confirms Saipem management’s unwavering commitment to HSE themes but furthermore is evidence that attention to HSE issues is part of Saipem’s modus operandi.
Certification currently comprises:

  • corporate activities;
  • operations carried out by the Engineering & Construction 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 March 2013, certification is also expected to be attained by the Drilling Business Unit.

The Code of Ethics

At the meeting of July 14, 2008, the Board of Directors of Saipem SpA approved the new organisational, management and control Model pursuant to Legislative Decree No. 231 of 2001 – ‘Model 231 (inclusive of the Code of Ethics)’ –  hereafter Model 231’2 and 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 offenses. 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 three-year mandate of the Compliance Committee, originally set up in 2008, expired in 2011 and was renewed by the Board of Directors on July 27, 2011. At the proposal of the Audit Committee, the Committee is now comprised of: two external members, one of whom is appointed Chairman of the Committee, and three internal members, from the Company’s Legal, Human Resources and Internal Audit departments.
The current members of the Compliance Committee are Mr Luigi Rinaldi - Chairman (external member), Mr Marco Elefanti (external member), Mr Francesco Del Giudice (Legal), Mr Roberto D’Onofrio (HR) and Alessandro Riva (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 the Compliance Committee, the ‘Code of Ethics Promotion Team’, set up on October 6, 2008, and re-appointed on March 23, 2010. The Team is made up of 8 members sourced from several internal departments (Legal, Investor Relations, Italian Industrial Relations and Social Activities, Human Resources, Secretary’s Office, Personnel Development,
Training and Compensation, Organisation, Communication and Sustainability Departments). 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 dedicated courses 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 consistently and responsibly 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 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, recently updated by Saipem through a resolution by the Board of Directors on October 24, 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, chaired by the CEO and comprising Directors from all Company departments and COOs of the various business units.
An engaging dialogue with Stakeholders is one of the fundamental principles of Saipem’s sustainability policy which is typically, albeit not exclusively, represented in the strategies, initiatives and performance included in the ‘Sustainability Report’, prepared in compliance with GRI (Global Reporting Initiative) International Guidelines, which have been adapted to suit Saipem’s business requirements.
In addition to the usual chapter in the Director’s Report of the Annual Report 2012, an appendix, certified by an external body, shall be published, for the second year in a row, detailing the Key Performance Indicators (KPI) of Sustainability. Saipem shall also publish an additional document, also certified by an external body, entitled ‘Saipem Sustainability’, providing in-depth and qualitative descriptions of main sustainability themes, focusing specifically on local content and Saipem’s contribution in terms of socio-economic development in areas of operations. Another tool that provides information and disclosure to stakeholders on Saipem’s initiatives and performance in countries of greater exposure are the Country Reports. Originally called Case Studies, these are aimed at local stakeholders and describe the sustainability performance of the Company (specifically HSE KPIs, local content, training initiatives, relations with the environment and local communities) in countries of major interest. These attest to the growing commitment undertaken by all Group companies in the most important areas and major projects to achieve sustainable development in social, cultural and economic environments of operations.

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, a CEO (Chief Executive Officer), whom the COO (Chief Operating Officer) of the Engineering and Construction Business Unit reports to, and a Deputy CEO, whom the Drilling Business Unit and the Business Support and Transversal Units report to. The following departments report directly to the CEO: Administration, Finance and Control; Human Resources, Organisation and Systems; Company Secretary’s Office; Legal department.
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;
  • and the Audit and Risk Committee.

The Board of Directors, having received the opinion of the Board of Statutory Auditors and at the Chairman’s proposal, appointed the Company’s CFO as the Senior Manager responsible for the preparation of financial reports, in compliance with Article 21 of the Articles of Association.