Transactions with related parties

On 5 May 2014, pursuant to Article 4, paragraph 3 of the CONSOB regulation adopted with resolution no. 17221 of 12 March 2010 (“CONSOB Regulation”), the Board of Directors of FINCANTIERI S.p.A. (“Fincantieri” or the “Company”) resolved to adopt a regulation on related parties transactions (“RPT Regulation”).
 
The Board of Directors subsequently, on 10 June 2021, approved the new version of the RPT Regulation, in order to transpose the amendments made by Consob to the CONSOB Regulation with resolution no. 21624 of 10 December 2020.
 
The RPT Regulation identifies the principles that must be followed by Fincantieri in order to ensure the transparency and substantive and procedural fairness of related party transactions carried out by the Company, directly or through subsidiaries.

Procedure for the management and the disclosure of information

The Board of Directors of the Company approved on 11 June 2014, according to the provisions of art. 1.C.1. letter. j) of the Code of Conduct for listed companies, a procedure ("Procedure") designed to ensure the proper management of corporate information and requirements relating to the disclosure of documents and information, with particular reference to confidential information. 

The procedure is an essential component of the internal control system of the Company and integrates the procedure governing the establishment and updating of the Insiders Register adopted by the Company on 3 March 2014. 

The procedure is aimed at all members of governing bodies, the Company and the Group executives and employees. With regard to relations with "outsiders" who, for whatever reason, have access to confidential information or information that could evolve to inside information, they are governed by specific contractual clauses relating to agreements/commitments of confidentiality. 

The Procedure also serves as instructions to Fincantieri subsidiaries to provide, without delay, all the information necessary for the timely and proper fulfillment of the communication obligations to the public covered by the regulations in force.

Internal controls relating to the financial reporting process (Compliance Model under Italian Law 262/2005)

The Internal Audit department has developed the Compliance Model under Italian Law 262/2005 to analyze the significant line items in the Fincantieri consolidated financial statements and to identify the business processes involved in the preparation of financial reports. This Model also defines the specific components of the financial reporting process and requires a system of administrative and accounting procedures, supported and supplemented by “Risk and Control Matrices” where appropriate; lastly, the Model defines the procedures and frequency of financial reporting risk assessment in order to identify the most relevant processes for financial reporting purposes. 

Fincantieri has adopted the “CoSO - Internal Control Integrated Framework” and “COBIT - Control Objectives for Information and related Technology” frameworks as the main companywide assessment tools of the system of internal controls associated with financial reporting. The Internal Audit department updates the Compliance Model on an annual basis and whenever such need arise.

Regulated lobbying activity

Lobbying activity consists in communications to government bodies with the aim of influencing the legislative action and / or the introduction of industrial sector programs / policies.
This activity is strictly regulated in Countries such as the United States and Australia, in which the Fincantieri Group operates through subjects properly registered as required by local relevant laws. The references for 2020 are shown below:

Country Group Company Subject Reference
U.S.A. Fincantieri Marine Group American Continental Group, Inc. Office of the Clerk U.S. - Lobbying disclosures
U.S.A. Fincantieri Marinette Marine Beau Boulter, LLC Office of the Clerk U.S. - Lobbying disclosures
U.S.A. Fincantieri Marinette Marine Lee Government Relations, LLC Wisconsin Ethics Commission's Eye on Lobbying
AUSTRALIA Fincantieri Australia PTY LTD Castlereagh Advisory Pty Ltd. Australian Government Lobbyists Register

Furthermore, Fincantieri is registered in the European Transparency Register with identification number 095079912436-63, under Section II “In-house lobbyists and trade / business / professional associations” and in particular in the section “Companies and Groups”; in Italy, where no laws or regulations are in force regarding the lobbying activities, the company is nevertheless registered with the institutions that have provided for specific registers with the aim of making the communication and representation activity more transparent (the Register of interest representatives under section “Companies, groups and businesses” at the Chamber of Deputies, the Transparency Register with the Identification Number 2016-54661236-52 under the Category “Businesses and trade associations, commercial and professional” and in particular in the section “Businesses and Groups” at the Ministry of Economic Development).