The corporate governance structure adopted by Salini Impregilo S.p.A. (“Salini Impregilo” or the ’”Issuer”) is based on the guidelines set out in the "Code of Conduct" approved in March 2006, amended in March 2010 and approved in December 2011 by the Committee for Corporate Governance and promoted by Borsa Italiana S.p.A., ABI, Ania, Assogestioni, Assonime and Confindustria, available to the market on Borsa Italiana’s website: www.borsaitaliana.it (the “Code”), as it holds that adoption of a structured governance system allows the company to operate at maximum efficiency conditions and also ensures growing levels of transparency which increase investors’ confidence in it.
During 2013, with the signing of the deed of merger by Salini S.p.A. into Impregilo S.p.A., with effect from 1 January 2014, the Campione Nazionale® project was finalised. This project aims to create a global leader with the expertise, skills, track record and dimensions necessary to compete in the global sector of construction through more efficient and effective business management. As a result of this merger Impregilo S.p.A. changed its company name to Salini Impregilo S.p.A.
Below is a summary of the key events taking place in 2013 which made it possible to carry out the project:
- on 6 February 2013, Salini S.p.A., pursuant to article 102.1, of Legislative Decree 98/58 (the Consolidated Finance Act) and article 37 of Consob regulation no. 11971/99 (“Issuer Regulation”), announced its decision to launch a voluntary takeover bid, pursuant to article 106.4 of the Consolidated Finance Act, for all of Impregilo S.p.A. 's ordinary shares not held by Salini S.p.A., at a price of €4.00 per share;
- Pursuant to law, on 16 March 2013, the Bid Document was published, together with the relevant supporting documentation including, in particular, the Issuer’s communication (Impregilo), prepared as per article 103 of the Consolidated Finance Act and article 39 of the Issuer Regulation;
- taking into account the shares offered during the offering period (from 18 March to 12 April 2013) and the subsequent reopening of the terms (from 18 to 24 April 2013) Salini S.p.A. Reached a total holding of 370,575,589 ordinary shares on 2 May 2013, amounting to approximately 92.08% of all ordinary shares of Impregilo S.p.A.;
- in light of the outcome of the offer, and considering that the aim was not to delist Impregilo ordinary shares, on 30 April 2013, Salini S.p.A. announced its decision to restore a floating capital sufficient to ensure regular trading of said shares. Therefore, at 16 May 2013, the equity investment held by Salini S.p.A. in Impregilo S.p.A. represents less than 90%. On the date of preparation of this Report, Salini Costruttori S.p.A.'s investment in Salini Impregilo S.p.A. was 89.95% of the ordinary shares, due to the merger referred to below;
- on 24 June 2013, the Boards of Directors of Salini S.p.A. and Impregilo S.p.A. approved the (so-called “reverse”) merger plan of Salini S.p.A. into Impregilo S.p.A. coming into effect on 1 January 2014, subject to approval by the extraordinary shareholders' meetings of the relevant companies, calculating an exchange ratio of 6.45 ordinary Impregilo ordinary shares to each Salini share;
- on 12 September 2013, the Impregilo S.p.A. extraordinary shareholders' meeting approved the merger of Salini S.p.A. into Impregilo S.p.A.
- by deed drawn up by Mr. Carlo Marchetti, Notary Public in Milan, File no. 10520, Folder no. 5396, registered at the Companies Register of Rome on 4 December 2013, and in Milan on 5 December 2013, the merger of Salini S.p.A. into Impregilo S.p.A. was finalised. The merger became effective on 1 January 2014, the date from which the name of the company changed to Salini Impregilo S.p.A.
The current integration process underway between the two companies may require that the Issuer's corporate governance structure be updated for two purposes: to take into account the new company organisation as a result of the merger, and to take the best aspects of the governance structures of the two companies that have merged.
Through its business and organisational skills, technical and financial expertise, risk management abilities and time and cost optimisation capacity, Salini Impregilo has an unrivalled wealth of expertise and skills which enables it to play a leadership role in the civil engineering large-scale works market and large-scale infrastructure and plant construction business.
The scope of this Report on corporate governance and ownership structure (the “report”) is to illustrate Salini Impregilo's corporate governance model and provide a brief description of how it has been implemented by the Issuer.
It is based on the specially designed form prepared by Borsa Italiana S.p.A. (Fourth edition - January 2013).