Corporate Governance

The corporate governance model adopted by Salini complies (except for certain modifications) with the principles enshrined in the Code of Conduct for Listed Companies, Consob recommendations and national and international best practice (cf. the Sarbanes-Oxley Act - July 2002 and the Combined Code on Corporate Governance UK - July 2003).

Its corporate governance policies are therefore continually updated and documented in its Annual Corporate Governance Report. That document describes the corporate governance model in detail. It defines the Company’s organisation, specifying the roles  and responsibilities of each corporate body and of senior management, and provides information on the implementation of the provisions of the Code of Conduct.

The Internal Control System monitors the practical implementation of governance policies and works effectively to promote their actual and constant execution.

The Board of Directors of Salini S.p.A., appointed during the board meeting of 16 October 2012, is composed of nine directors, of whom three have particular duties, and six are non- executive directors (including three independent directors). The Board remained in office until 31 December 2013. The Board met sixteen times during last year, and its major resolutions on corporate governance concerned the examination and/or approval of: 

  • interim financial statements of the Group;
  • the acquisition of strategic equity investments;
  • financial projections;
  • merger transaction.

On 24 June 2013, the Board of Directors of Salini S.p.A. approved the so-called reverse merger of Salini into Impregilo (the “Merger”). The merger was part of a larger industrial and strategic plan implemented by the Salini Costruttori Group in 2011 and geared toward the creation of a “Campione Nazionale©” in the construction of complex works and infrastructures, thus establishing a large international group with shares listed on the Milan Stock Exchange organised and managed by Borsa Italiana S.p.A. The Merger marked the climax of a market transaction that recorded the success of one of the most important proxy fight transactions carried out in Europe in 2012, with the support of small investors, institutional investors and activists. It was followed by the voluntary public tender offer launched by Salini for all Impregilo shares, which was ultimately completed in April 2013.

On 26 November 2013, the deed of the merger by incorporation of Salini S.p.A. into Impregilo S.p.A. was signed pursuant to the  resolutions of  the respective shareholders’ meetings held on 12 September 2013. Starting from the effective date of the merger on 1 January 2014, the company resulting from the merger has taken the name of “Salini Impregilo S.p.A.” All effects for civil law, accounting and fiscal purposes have started as of the said date.

The merger resulted in the cancellation of all 62,400,000 ordinary shares with a nominal value of €1.00 each, constituting the share capital of Salini S.p.A. and the allocation to Salini Costruttori S.p.A. of a total of 402,480,000 ordinary shares, equivalent to 89.95% of the ordinary shares of Salini Impregilo S.p.A.

With regard to the Internal Control System, the Internal Audit Department conducted the audits set forth in the Audit Plan defined at the beginning of the year in order to monitor the suitability of the applicable procedures, as well as the compliance of processes with local and international regulations. During 2013 the inspections requested by the Regulatory Authority were carried out in Italian and foreign operating areas in order to assess the effectiveness of the Management and Control Organisational Model.

Based on the results of the activities carried out by the Internal Audit Department during the year, it can be reasonably concluded that the overall system is suitable to allow for proper management of the main risks identified and, at the same time, to contribute to the improvement of the corporate management as a whole.

It should be noted that in 2014 the corporate changes made during 2013 will have  a significant impact on the Group’s organizational structure and, consequently, on the organisation of the Internal Control System.

Financial year 2013 saw the continued training of personnel and ongoing monitoring of changes in legislation and case law concerning the administrative liability of companies.

In order to favour compliance with ethical standards as well as with regulations on the prevention of corruption, and on integrity, transparency and fairness in the conduct of business, the preparations were started for the drafting of a Group Anti-corruption Model to provide a systematic reference framework of regulatory instruments and anti-corruption policies implemented by the Company to exclude any form of corruption, either direct or indirect, both active and passive, thereby ensuring compliance with Italian and international anti-corruption laws, including the Italian Anti-Corruption Law 190 of 6 November 2012, the Foreign Corrupt Practices Act (FCPA) enacted in the U.S., and the UK Bribery Act. 

The Group Anti-Corruption Model, though following the steps planned for the updating of the Model pursuant to Legislative Decree 231/01, appears to have a broader scope, since its purpose is to protect the Company and/ or its personnel against corruption practices, not only of an active nature, which are not necessarily carried out in the interest and to the benefit of the company.

The Company also took steps to comply with current regulations concerning the security of computer data (as described in Legislative Decree 196/2003) and to update the “Security Policy Document” as required by current regulations.