Corporate Governance System

The Corporate Governance defines the system and rules for the Company management and control.

Fincantieri’s Corporate Governance system took effect when its shares began trading on the Italian Electronic Stock Market organized and managed by Borsa Italiana S.p.A. on 3 July 2014. That Corporate Governance system adheres to the principles set out in the later edition of Codice di Corporate Governance (the “Code”) prepared by the Listed Companies Corporate Governance Committee sponsored by Borsa Italiana S.p.A., and over the years Fincantieri has approved the changes to the system required by several editions of the Code and adopting the necessary documents in accordance with the principles and recommendations contained therein.

The Company has adopted the “traditional” administration and control system in accordance with applicable law and the By-laws, which provides for:

• the Shareholders’ Meeting, the deliberative body of the shareholders;
• a Board of Directors, which is in charge of strategic management and is the fulcrum of the Company's organizational system;
• a Board of Statutory Auditors, which is responsible for oversight.

In accordance with the By-laws, the Board of Directors has appointed a Chief Executive Officer (CEO), to whom it has entrusted the management of the Company, while reserving decision-making on certain matters to itself alone. The CEO is therefore the main person responsible for the management of the Company, subject to the matters reserved for the Board.

The Chairman has the power to legally represent the Company and the powers provided for by law and the By-laws regarding the operation of the corporate bodies, as well as the power to see that the Board of Directors resolutions are implemented. The Board also gave the Chairman the role of Director in Charge of the ICRMS.

The Board has established four internal committees with investigative, propositional and consultative functions: the Control and Risk Committee, the Remuneration Committee, the Nomination Committee and the Sustainability Committee.

Fincantieri’s corporate governance system adheres to the recommendations of the Corporate Governance Code and is adequate to effectively support the pursuit of the Company’s strategies, including with a view to the creation of sustainable value.