17. Additional Corporate Governance practices (Article 123-bis.2.a) of TUF)


On July 30, 2012, the Board of Directors set up the corporate governance advisory board (the “board”) which is responsible for analyzing the existing corporate governance structure and subsequently to propose any changes to be made to the Board of Directors. The board provides proposals and opinions to the Board of Directors and each committee, assisted by independent experts, so that the corporate governance rules are in line with best practices, especially the Bylaws and internal regulations and procedures, starting with the related party transactions procedure, the management of any conflicts of interest and protection of minorities.

As of October 14, 2014, the board members are Francesco Carbonetti, as coordinator, and Marina Brogi and Giuseppina Capaldo and Massimo Tezzon, as directors.

The Board of Directors reformulated the composition of the Board in their meeting held on October 14, 2014. It is currently composed solely of external consultants: Mr. Francesco Carbonetti, as Coordinator, and Mr. Massimo Tezzon.

During the year, the board prepared reports for the Board of Directors on the review of the Procedure for related party transactions and the identification of related party transactions.


The Board of Directors approved the Anti-Corruption Model in their meeting held on June 16, 2014. This model provides an overview of Salini Impregilo’s commitment to ensure compliance with the principles introduced by anti-corruption laws and Best Practices at an

international level. It has been adopted with the aim of providing a systematic frame of reference for anti-corruption regulations and policies, which Salini Impregilo intends to pursue in order to eliminate active or passive corruption, thereby ensuring compliance with anti-corruption regulations. The Model is thus intended to act as a guide in dealing with any risks of corruption that may arise during the course of business activities.

The application of the Anti-corruption Model is a direct responsibility of all employees and all third parties that collaborate with Salini Impregilo. All recipients are required, therefore, to comply, with the utmost care and attention, with all the principles and provisions set forth therein. In order to ensure appropriate awareness and understanding of the Model, Salini Impregilo, all employees are required to take an anti-corruption training course. The course has been designed with different levels of detail, according to the qualification of the recipients and the different level of involvement in at-risk activities.