The Corporate Governance defines the system and rules for the Company management and control.
Fincantieri operates in a context of fair competition with honesty, integrity, fairness and good faith, respecting the legitimate interests of shareholders, employees, customers, financial and business partners and of the local community and collectivity where it is present with its activities.
These same principles have been acknowledged by the Company in the definition of its Corporate Governance system, which is articulated according to the general and special legislation applicable, to the Bylaws, to the “Organization, Management and Control Model” pursuant to Legislative Decree 231/2001 and to the Code of Ethics as well as the recommendations contained in the Code of Conduct for listed companies, to internal regulations and to the best practice in the field.
The system of Management and Control adopted is the traditional one where the management of the Company is entrusted to the Board of Directors and the control functions are vested in the Board of Statutory Auditors. The statutory audit is performed by an independent auditing firm.
The Shareholders' Meeting has the task of taking the most important decisions for the Company future including the appointment of the governing bodies, the approval of the Annual Report and the amendments to the Bylaws.
The Board of Directors, which is responsible for the management of the Company, has delegated some of its powers to the Chief Executive Officer and has established three Internal Committees (Control and Risk Committee, Nomination Committee and Compensation Committee) with advisory and consulting functions, in order to assist the Board in carrying out its business management activity.
The legal representative of the Company is the Chairman of the Board of Directors as well as the Chief Executive Officer within the limits of the powers conferred.
Fincantieri is subject to the general rules for listed companies and to special rules concerning the activity.
The Company also provided in its Bylaws (Article 6 bis), pursuant to Article 3 of the Italian Decree Law no. 332 of May 31, 1994, amended and converted into Law no. 474 of July 30, 1994, for an ownership limit to which no person (other than the State, public entities or entities controlled by them) may possess, for any reason, Company’s shares that constitute a shareholding of more than 5 per cent of the share capital.
The Bylaws faithfully reproduces the above provisions.
Also note that the Company is subject to the law pursuant to Article 1 of the Italian Law Decree no. 21 of March 15, 2012, (‘‘D.L. 21/2012’’) amended and converted into Law no. 56 of May 11, 2012, relating to the special powers of the Government in the defense and national security sectors over those companies with ‘activities of strategic importance for national defense and security’ as defined in Article 1 of D.P.C.M. no. 253 of November 30, 2012.