Board of Directors
Ansaldo STS’s Board of Directors has the broadest powers for the management of the Company, with the power to take any and all suitable action to achieve the Company's mission. Directors are appointed for up to three years and can be re-elected.
The current Board of Directors, appointed by the Shareholders’ Meeting of 13 May 2016, is composed of nine Board Members.
|BOARD OF DIRECTORS IN OFFICE||Control and Risks Committee||Appointments and Remuneration Committee||Executive Committee|
|Office||Members||In office since||In office until||List
|Exe- cutive||Non exe- cutive||Independent from Code and TUF||No. Other appointments||**||*||**||*||**||*||**|
|Chairman||Alistair Dormer||2 November 2015||Shareholders’ Meeting to approve the 2018 Financial Statements||M||x||-||-||1||11/13||-||-||-||-||Chairman||8/10|
|Deputy Chairman||Alberto De Banedictis||13 may 2016||Shareholders’ Meeting to approve the 2018 Financial Statements||M||x||x||-||13/13||Chairman||9/9||x||9/9||-||-|
|Managing Director||Andrew Thomas Barr||13 may 2016||Shareholders’ Meeting to approve the 2018 Financial Statements||M||x||-||-||-||13/13||-||-||-||-||x||10/10|
|Director||Rosa Ciprotti||13 may 2016||Shareholders’ Meeting to approve the 2018 Financial Statements||m||-||x||x||3||12/13||-||-||-||-||-||-|
|Director||Michele Alberto Fabiano Crisostomo23||19 january 2017||Shareholders’ Meeting to approve the 2018 Financial Statements||m||x||x||-||13/13||-||-||-||-||-||-|
|Director||Mario Garraffo||13 may 2016||Shareholders’ Meeting to approve the 2018 Financial Statements||M||-||x||x||2||9/13||x||8/9||x||7/9||-||-|
|Director||Fabio Labruna||13 may 2016||Shareholders’ Meeting to approve the 2018 Financial Statements||m||-||x||x||1||12/13||-||-||-||-||-||-|
|Director||Katherine Jane Mingay||13 may 2016||Shareholders’ Meeting to approve the 2018 Financial Statements||M||-||x||-||-||13/13||-||-||-||-||x||10/10|
|Director||Katharine Rosalind Painter||13 may 2016||Shareholders’ Meeting to approve the 2018 Financial Statements||M||-||x||x||-||13/13||x||9/9||Chairman||9/9|
* Elected from the list by majority (M) or minority (m) vote.
** Participation in Board and Committee meetings respectively during the period considered (no. of meetings attended/no. of meetings held during the term of office).
23 It is noted that the Ordinary Shareholders’ Meeting of 19 January 2017 resolved to initiate a corporate liability action pursuant to Article 2393 of the Italian Civil Code against Mr. Bivona - a Director appointed by the Ordinary Shareholders’ Meeting of 13 May 2016 - whose appointment was subsequently revoked. The Meeting proceeded to appoint Mr. Michele Alberto Fabiano Crisostomo as a Director of the Company to replace Mr. Bivona, the former having declared possession of the requirements of independence provided for by the Code.
Activities of the Board of Directors and assessment of its performance
In 2017, the Board held 13 meetings. The average length of the Board meetings in 2017 was approximately three hours and twenty minutes.
At the meeting of 28 July 2017, the Board of Directors considered the appointment of an external consultancy firm to carry out a “Board performance evaluation” in order to jointly share the approach to be adopted; the consultancy firm was subsequently instructed to carry out the evaluation.
Executive and non-executive authority
The Board is mainly composed of non-executive directors who exercise, due to their number and authority, a significant weight in the assumption of Board decisions.
At present the remaining 7 members, not including the Managing Director and Chairman, are non-executive directors.
Although not holding an executive position within the Company, the Chairman is considered as an executive member due to the position held within the Hitachi Group.
Based on the statements of the above parties or on the information at the Company’s disposal, the Board of Directors evaluates whether the independent directors are party to relationships that could jeopardise their independent judgement.
Furthermore, the Board of Statutory Auditors confirms that the evaluation criteria and procedures have been correctly implemented.
The current Board of Directors is composed of six Independent Directors. In 2017, no meetings between these Directors were deemed necessary or convened.
Requirements and skills
Pursuant to the Articles of Association, in order to take office as Director, one must not only meet the requirements of honourableness provided for by current legislative and regulatory provisions but must also meet the specific requirements of professionalism. In particular, candidates may not be appointed as Directors of the Company if they do not have at least three years of overall experience in the following:
- administration or supervision activities or managerial duties with companies with a share capital of at least EUR 2 million;
- professional activities or university teaching as a full professor of legal, economic, financial or technical/scientific subjects closely related to the Company’s business activity; or
- senior management functions with public bodies or administrations active in the credit, financial and insurance sectors or, in any case, in industries which are closely related to the Company’s business activity.
The Board of Directors verifies that these requirements are met by each of its members.
On 26 October 2016, a specific “induction” session aimed at Company Directors and Auditors was held, aimed at providing an appropriate understanding of the sector in which Ansaldo STS operates, the Company dynamics and their evolution, the principles of correct risk management and the relative legislative and corporate governance framework. In 2017, a session was also held to explore legal issues relating to the Company’s specific business, aimed at the new Board of Statutory Auditors appointed at the Ordinary Shareholders’ Meeting of 11 May 2017.
In 2018, general induction courses on business topics are being considered, as well as other specific sessions on certain themes of interest to the Company.
Other positions held by Directors
The Board of Directors has adopted an internal regulation regarding the “Guidelines for the maximum number of positions which may be held by Directors of Ansaldo STS S.p.A.”, aimed at regulating the maximum cumulative limit of Director or Auditor positions that Ansaldo STS Directors may fulfil.
As at 27 February 2018, the composition of the Board of Directors is in line with the above general criteria, as demonstrated by the self-assessment process.
The diversity policies adopted by the Company regard the gender balance of members of the Board of Directors and the Board of Statutory Auditors. Pursuant to the Articles of Association, at least one third of members of the Governance and Control bodies must be composed of members of the least represented gender.
The current composition of the Board of Directors and the Board of Statutory Auditors demonstrates suitable diversity in terms of age, professional and educational background, independence and representation of minority groups, as can be inferred in the Report of the Board of Directors on the Corporate Governance System and in the curricula of the relative members.
|BOARD OF DIRECTORS||2016||2017|
|BY AGE AND GENDER||MEN||WOMEN||MEN||WOMEN|
|BOARD OF STATUTORY AUDITORS||2016||2017|
|BY AGE AND GENDER||MEN||WOMEN||MEN||WOMEN|
Appointment of Directors
The Directors are appointed at the Ordinary Shareholders’ Meeting according to a list voting system. Each list must include two candidates who meet the independence requirements provided for by law, indicating them separately and placing one at the top of the list.
Lists with three or more candidates must include candidates of different genders, so that the new Board of Directors includes members of the least represented gender.
In order to ensure the effective participation of non-controlling owners in corporate management and the transparency of the selection and appointment process for directors, the Articles of Association explicitly enable each shareholder to submit or participate in the submission of one list only, that each candidate can be presented in one list only or will be considered ineligible and that each eligible voter can vote for one list only.
For additional information on the appointment of the Board of Directors during the Ordinary Shareholders’ Meeting of 13 May 2016, reference should be made to the Company’s website.
The Company remuneration policy aims to attract, retain and motivate a management team characterised by highly professional qualities which is able to successfully manage the Company.
On 24 March 2017, the Company’s Board of Directors, following prior approval by the Appointments and Remuneration Committee, approved the Company’s remuneration policy for 2017 and the remuneration report, which are published on the Company’s website.
In line with the recommendations of the Corporate Governance Code, the remuneration policy envisages:
- a fixed component, represented by:
- for the Managing Director and General Manager: the amount resolved at the Meeting at the time of appointment; the amount resolved by the Board of Directors upon the proposal of the Appointments and Remuneration Committee (for the Managing Director, the opinion of the Board of Statutory Auditors is also considered);
- for Non-Executive Directors: the amount resolved at the Meeting at the time of appointment;
- for Managers with Strategic Responsibilities: the gross annual fixed salary envisaged by the individual contract signed with the Managers with Strategic Responsibilities, in line with the provisions of the applicable Collective Labour Agreement.
- a variable component, comprising, for the Managing Director, General Manager and Managers with Strategic Responsibilities:
- a variable short-term bonus scheme based on the achievement of pre-determined performance objectives set on an annual basis (Management by Objectives or “MBO”);
- a cash-based Long Term Incentive Plan, structured on the basis of rolling three-year periods and subject to the achievement of economic and financial targets;
- a variable medium/long-term Stock Grant Plan, structured over a number of years.
In order to increase the efficiency and effectiveness of the work of the Board of Directors, the Risk and Control Committee, the Appointments and Remuneration Committee and the Executive Committee have been established within the Board and in accordance with the criteria of the Corporate Governance Code adopted by the Company.
Risk and Control Committee
The Committee is composed of three Non-Executive and Independent Directors. The Committee was appointed on 16 May 2016 by the Board of Directors, which examined the accounting and financial experience of its members. The Committee meetings are governed by an internal regulation which is available on the Company website.
Appointments and Remuneration Committee
The Committee is composed of three Non-Executive and Independent Directors. It was appointed on 16 May 2016 by the Board of Directors, which evaluated and confirmed that at least one member possesses appropriate knowledge and experience of financial matters or remuneration policies. The Committee's activities are governed by an internal regulation which is available on the Company website.
The Executive Committee was formed upon the resolution of the Board of Directors. It is composed of three Board Members, including the Chairman and the Managing Director, and is responsible for the assessment and approval of tenders aimed at securing, for public and private clients, contracts worth between EUR 150 million and EUR 350 million per individual operation. The Committee's activities are governed by an internal regulation which is available on the Company website.
MANAGEMENT OF CONFLICTS OF INTEREST
As regards the internal procedures for the management and disclosure of Company information, on 24 March 2006 the Board of Directors resolved to adopt a Code of Conduct for Internal Dealing; this Code was subsequently updated on 28 July 2017. The Code aims to regulate the data streams regarding operations on the shares issued by the Company or other associated financial instruments, by parties, including by way of third parties, who hold administrative, management or control positions within the Company or who are otherwise closely related to them. Furthermore, these include transactions carried out by “relevant parties”, or rather parties holding a stake of at least 10% of the share capital of the Issuer or with a controlling interest in the Company, as well as parties closely related to them.
Furthermore, the Code of Conduct on Internal Dealing envisages a so-called “Blocking period” i.e. a closure period of 30 calendar days before the announcement of the approval of a financial report, during which parties who exercise administrative, control or management powers are expressly prohibited from performing operations on their own behalf or on that of third parties, directly or indirectly, in relation to Company shares and credit securities, or other associated derivatives or financial instruments.
Disclosures on internal dealing are published on the Company website.
Related Party Transactions
CONSOB Regulation no. 17221 of 12 March 2010 contains a set of rules for transactions by publicly traded companies or regarding shares held by the public with related parties, aimed at improving the transparency and effective and procedural fairness of such transactions carried out by the companies, both directly or through subsidiaries. The primary aim of these guidelines is to reinforce the protection of minority shareholders and other stakeholders, combating any abuse that may arise from the transactions made with related parties and pursuing the effective and procedural correctness of the operations.
In order to implement the provisions of the Regulation, on 26 November 2010, the Board of Directors of Ansaldo STS S.p.A., upon prior approval of the Procedures Committee, approved the Procedure for Related Party Transactions; on the same date, the Board of Statutory Auditors of the Company certified the consistency of the same with the principles indicated in the Regulation. On 4 November 2013, having consulted with the Procedures Committee, the Board of Directors confirmed the adequacy of the procedure and did not make any substantial amendments.