Corporate Governance System

Since the start of trading of its shares on the Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A. on July 3, 2014, Fincantieri has adopted a Corporate Governance system in line with the principles set out in the Corporate Governance Code (formerly the Self-Regulation Code) prepared by the Corporate Governance Committee for listed companies promoted by Borsa Italiana S.p.A. Over the years, the Company has approved the necessary adjustments to the system required by the various editions of the Code and has adopted the necessary documents in accordance with the principles and recommendations contained therein.

The Company has adopted the so-called traditional administration and control system pursuant to the applicable regulatory provisions and the Bylaws, which provides for:

• the Shareholders’ Meeting, the decision-making body of the shareholders;

• a Board of Directors, responsible for strategic management and the core of the Company’s organizational system;

• a Board of Statutory Auditors, responsible for supervisory duties.

In accordance with the Bylaws, the Board of Directors has appointed a Chief Executive Officer, to whom it has entrusted the management of the Company, reserving exclusive decision-making authority for certain matters. The Chief Executive Officer is therefore the main person responsible for the management of the Company, without prejudice to the duties reserved for the Board.

The Chairman is responsible for the legal representation of the Company and the powers provided by law and the Bylaws regarding the functioning of the corporate bodies, as well as for verifying the implementation of the resolutions of the Board of Directors. The Board has also granted the Chairman powers relating to the Internal Control and Risk Management System (SCIGR).

The Board has established four committees within itself with investigative, propositional, and advisory functions: the Internal Control and Risk Management Committee, the Remuneration Committee, the Nomination Committee and the Sustainability Committee.