Code of conduct

Model 231

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, as subsequently amended and supplemented, the Board of Directors, resolved to adopt, effective from the start of trading of the Issuer’s shares on the Italian Stock Market (Mercato Telematico Azionario - MTA), procedures for transactions with related parties, distinguishing between transactions of greater significance and transactions of lesser significance. 

There are specific exemptions with regard to, inter alia, the standard transactions and market transactions, urgent transactions, small transactions and those intra-group. 

The Company has provided within the Regulation to be empowered to adopt the so-called framework resolutions for similar transactions. 

It’s also provided the so-called “whitewash mechanism” that assigns to the not related shareholders, in some cases, a decisive power to approve certain transactions with related parties during the meeting. 

Herein below the regulation governing the transactions with related parties.

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.