MODEL 231

(includes the Code of Ethics)

Approved by the CEO of Servizi Energia Italia SpA on June 17th, 2021

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1.5. 1.6.

1.6.1. 1.6.2.

TABLE OF CONTENTS CHAPTER 1 … 4 MODEL 231 … 4 Servizi Energia Italia S.p.A. … 4 1.1. Health, Safety and Environment … 5 1.1.1 Introduction to Legislative Decree 231/2001 … 7 1.2. Offences pursuant to Legislative Decree No. 231/2001 … 7 1.3 1.4. The Organisation, Management and Control Model of Servizi Energia Italia S.p.A. … 8 Addressees of Model 231 … 10 The organisation, management and control model of Subsidiaries and affiliated companies, consortia and joint ventures … 10 The organisation, management and control model of Subsidiaries … 10 The organisation, management and control model of affiliated companies, consortia and joint ventures … 11 CHAPTER 2 … 12 RISK ANALYSIS METHODOLOGY … 12 Risk assessment and internal control system … 12 2.1. CHAPTER 3 … 14 COMPLIANCE COMMITTEE … 14 Compliance Committee of Servizi Energia Italia S,p.A. … 14 3.1. Collegiality … 14 3.1.1. Composition and appointment … 14 3.1.2. Functions, powers and budget of the Compliance Committee … 16 3.1.3. Information flows … 17 3.2. 3.2.1. Information flows from the Compliance Committee towards top management and governance and corporate control bodies … 17 3.2.2. Compulsory information flow towards the Compliance Committee … 18 3.2.3. Whistleblowing Reports … 19 Information notes concerning Subsidiaries … 20 3.3. Information notes to Compliance Committee of Saipem S.p.A. … 20 3.4. Collection and storage of information … 21 3.5. CHAPTER 4 … 22 COMMUNICATION AND TRAINING … 22 Communication and training activities … 22 4.1. Communication of Model 231 … 22 4.1.1. 4.1.2. Training of Servizi Energia Italia S.p.A.personnel … 22 CHAPTER 5 … 24 DISCIPLINARY SYSTEMS … 24 Function of the disciplinary system … 24 5.1. Violation of Model 231 … 24 5.2. 5.3. Measures concerning middle managers, white collar and blue collar workers 25 Measures concerning Senior managers … 25 5.4. Measures concerning Directors … 26 5.5. Measures concerning Statutory Auditors … 26 5.6. CHAPTER 6 … 27 CONTROL SYSTEMS … 27 Structure of controls … 27 6.1. Sensitive Activities and specific Control Standards … 28 6.2. CHAPTER 7 … 29

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RULES FOR UPDATING MODEL 231 … 29 Introduction … 29 7.1. 7.2. Implementation Program drafting criteria … 29 CHAPTER 8 … 31 SAIPEM CODE OF ETHICS … 31 General principles: sustainability and corporate responsibility … 32 1. Conduct standards and relations with Stakeholders … 33 2. Ethics, transparency, fairness, professionalism … 33 2.1. Relations with shareholders and with the Market … 34 2.2. Value for shareholders, efficiency, transparency … 34 2.2.1. Self-Regulatory Code … 35 2.2.2. Company information … 35 2.2.3. Inside information … 35 2.2.4. Media … 35 2.2.5. Relations with institutions, associations and local communities … 35 2.3. Authorities and Public Institutions … 36 2.3.1. Political organisations and trade unions … 36 2.3.2. Development of local Communities … 36 2.3.3. Promotion of “non profit” activities … 37 2.3.4. Relations with clients and suppliers … 37 2.4. Clients … 37 2.4.1. Suppliers and external collaborators … 38 2.4.2. Management, employees, and collaborators of Saipem … 39 2.5. Development and protection of Human Resources … 39 2.5.1. Knowledge Management … 40 2.5.2. Company security … 40 2.5.3. Harassment or mobbing in the workplace … 40 2.5.4. Abuse of alcohol or drugs and smoking ban … 41 2.5.5. Instruments for implementation of the Code of Ethics … 42 3. Internal control system … 42 3.1. Conflicts of interest … 42 3.1.1. Transparency of accounting records … 43 3.1.2. Health, safety, environment and public safety protection … 44 3.2. Research, innovation and intellectual property protection … 44 3.3. Confidentiality … 45 3.4. Protection of business secrets … 45 3.4.1. Protection of privacy … 45 3.4.2. 3.4.3. Membership in associations, participation in initiatives, events or external meetings … 46 Scope of application and reference structures for Code of Ethics … 46 Obligation to know the Code and to report any violation thereof … 47 Reference structures and supervision … 48 Guarantor of the Code of Ethics … 48 Code Promotion Team … 49 Code review … 49 Contractual value of the Code … 50

4.1. 4.2. 4.2.1. 4.2.2. 4.3. 4.4.

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CHAPTER 1 MODEL 231

1.1.

Servizi Energia Italia S.p.A.

Servizi Energia Italia SpA (hereinafter also as the “Company”) is a company controlled directly by Saipem S.p.A. which carries out management and coordination activities on the Company.

The Company operates in the highly competitive sector of engineering, management and EPC supplies for Onshore and Offshore projects and in the Energy sector and faces every challenge with innovative, reliable and safe solutions to meet customer needs.

Servizi Energia Italia S.p.A. carries out part of its business in countries both outside and inside the European Union, in particular in Chile, Ireland, Israel, Nigeria, Russia, Egypt, Middle East (UAE) and Venezuela and other countries with multicultural working groups capable of providing sustainable development for communities in which it operates.

In the context of the Company, the supervisory functions are entrusted to the Board of Statutory Auditors, composed of three standing auditors and two alternate auditors, and those of statutory auditing to the Auditing Company registered in the special register kept by Consob.

The Shareholders’ Meeting manifests, with its resolutions adopted in accordance with the law and the Articles of Company Statute, the corporate will and binds all Shareholders. The Shareholders’ Meeting appoints the Board of Directors for a period not exceeding 3 years. If the Shareholders’ Meeting has not done so, the Board of Directors appoints the President. The Chairman is responsible for representing the Company before third parties and in court, as well as the Directors to whom powers have been delegated by the Board itself.

In particular, Servizi Energia Italia SpA pays attention to the recognition and safeguarding of the dignity, freedom and equality of human beings, the protection of work and trade union freedom, the protection of health, safety, the environment and biodiversity as well as the values and principles relating to transparency, energy efficiency and sustainable development, in accordance with international organizations and conventions. Respect for human rights is the foundation for inclusive growth of populations and regions, and consequently of the companies that develop in them. Servizi Energia Italia SpA contributes to the creation of the socio-economic conditions necessary for a real enjoyment of fundamental rights and promotes the professional growth and well-being of its local people.

Servizi Energia Italia SpA undertakes to promote and maintain an adequate Internal Control and Risk Management System consisting of the set of tools, organizational structures and company regulations aimed at allowing the safeguarding of the company’s assets, the efficiency and effectiveness of the business processes, the

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reliability of financial reporting, compliance with laws and regulations, as well as the Articles of Association and company procedures. The structure of Saipem’s Internal Control System is an integral part of the organizational and management model of the company and involves, with different roles, the administrative bodies, the Compliance Committee, the control bodies, the management and all the staff, inspired by the principles contained in the Code of Ethics and in the Corporate Governance Code, taking into account the applicable legislation, of the reference framework “CoSO Report” and national and international best practices. The main industrial risks identified, monitored and, as specified below, actively managed by Saipem, are the following:

•

• •

the risk in the health, safety and environment (HSE) area deriving from the possibility of accidents, malfunctions, breakdowns, with damages to people and the environment and with effects on economic and financial results; country risk in operational activity; the operational risk relating to the development of projects, mainly relating to engineering and construction contracts in the executive phase.

1.1.1 Health, Safety and Environment

The safety of all persons involved in the operations of Servizi Energia Italia SpA is a priority objective constantly monitored and guaranteed in the management of the Company’s activities through an integrated HSE management system.

Servizi Energia Italia SpA, in recognizing the importance of protecting HSE aspects at all levels of the Company, during all phases of development of projects and services, in the countries in which it operates, is strongly oriented towards monitoring the different performance indicators HSE and periodically reviews its objectives, in order to ensure continuous improvement.

Without prejudice to the commitment to compliance with applicable legislation, guidelines and standards set by international organizations (IMO, ISO, OHSAS, etc.), Servizi Energia Italia SpA pursues specific objectives to achieve the “Health & Safety Vision” of the Saipem Group and ensure adequate management of environmental issues. These objectives include:

•

•

•

•

continuously promoting the culture for environmental protection and safeguarding of workplace health and safety;

ensuring thorough identification and assessment of all HSE risks and ensuring prompt and appropriate mitigation and control measures in all operations, including those executed by vendors, subcontractors and JV partners;

adopting of HSE criteria in the selection and evaluation of subcontractors and vendors; protecting the health and safety of all personnel and people who could be affected by the Company’s activity, by taking account the activities planned and executed

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and the specific critical factors associated with the places in which Servizi Energia Italia S.p.A. operates;

conducting HSE due diligences during mergers and acquisitions, aimed at identifying existing and potential HSE impacts associated with any previous building, infrastructure, historical activity and current practice, including potential liabilities associated with pre-existing pollution;

the prevention of pollution and potential environmental damage caused by company activities;

•

•

•

efficiency use of energy and natural resources.

Servizi Energia Italia S.p.A. undertakes to achieve these objectives by:

•

•

•

•

ensuring the availability of appropriate human, and financial resources;

constantly enhancing focus and awareness on environmental, health and safety issues through the programme “Leadership in Health and Safety” campaign;

reiterating the responsibility and the right of anyone to call a halt to activities that could potentially compromise health and safety conditions, and actively supporting those who intervene to stop such actions and operations;

reiterating the importance of the “life-saving rules” and ensuring zero-tolerance towards any deviation.

In relation to the principle that the proximity to sources of risk and the division within the Company of the fulfilments and roles envisaged by the reference legislation can better guarantee a careful and timely assessment of the risks associated with the activities of the workers and therefore prepare the appropriate protection measures to prevent them, Servizi Energia Italia SpA has recognized the role of Employer and Responsible for compliance / implementation of the Regulations for the Protection of Health, Safety, the Environment and Public Safety, pursuant to and for the effects of Legislative Decree 81/08 and current and applicable legislation, from all aspects of management and guarantee of the protection of health, safety, the environment, public safety and security to the CEO.

Employers have been given all powers and duties necessary to put in place, without spending limits and with maximum management autonomy, all the actions and fulfilment of legislative requirements that may be necessary to ensure that the activity under their remit is carried out in accordance with the regulations in force regarding health, safety, the environment and public safety and security.

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1.2.

Introduction to Legislative Decree 231/2001

Pursuant to Italian legal provisions on “administrative responsibility of legal entities, companies and associations with or without legal status” set forth in Legislative Decree No. 231, dated 8 June 2001 (hereinafter, “Legislative Decree No. 231/2001”), legal entities may be deemed liable, and therefore subject to monetary sanctions and/or disqualifications 1 , for the offences explicitly listed in said Legislative Decree No. 231/2001, perpetrated in their interest or advantage by:

•

•

representatives, directors or managers of the company or one of its organisational units with financial and functional independence, or by those who are responsible

• also de facto - for managing or controlling the company (individuals in top-level positions or “top-level management”);

those who are managed or supervised by an individual in a top-level position (individuals subject to the direction of others).

Pursuant to Legislative Decree No. 231/2001, the adoption and effective implementation by companies of organisation, management and control models suited to prevent the offences of the type of the crime occurred excepts them from administrative liability.

The fundamental principles for organisation, management and control models may be found in the guidelines for drawing up Models pursuant to Legislative Decree No. 231/2001 issued by Confindustria (hereinafter, “Guidelines”).

1.3

Offences pursuant to Legislative Decree No. 231/2001

Pursuant to Legislative Decree No. 231/2001, the offences that may result in the administrative liability of companies are only those explicitly indicated by the law, corresponding to the following categories of offences:

offences against the Public Administration (Art. 24 and 25); computer crimes and unlawful data processing (Art. 24-bis);

(i) (ii) (iii) organised crime (Art. 24-ter); (iv) money forgery, public credit cards, revenue stamps and identification instruments

or signs of recognition (Art. 25-bis); crimes against industry and trading (Art. 25-bis.1);

(v) (vi) corporate crimes (Art. 25-ter); (vii) crimes of terrorism or subversion of democratic order (Art. 25-quater); (viii) offences involving practices of female genital mutilation (Art. 25-quater.1); (ix) offences against the person (Art. 25-quinquies); (x) market abuse (Art. 25-sexies);

1 Legislative Decree No. 231/2001 specifies the following types of disciplinary measures: (i) financial penalties; (ii) disqualifications; (iii) seizure of the proceeds or profits of the crime; and (iv) publication of sentence.

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(xi) manslaughter or serious or life-threatening injuries, resulting from violations of the

(xii)

regulations on health and safety in the workplace (Art. 25-septies); receiving, laundering and using money, goods or benefits of illicit origin, as well as self-laundering (Art. 25-octies);

(xiii) crimes related to violation of copyright (Art. 25-novies); (xiv) inducement to withhold statements or to make false statements to judicial

authorities (Art. 25-decies);

(xv) environmental offences (Art. 25-undecies); (xvi) crime related to the employment of illegally staying third-country nationals (Art. 25-

duodecies);

(xvii) cross-border offences, introduced by Law 16 No. 146, March 2006, “Ratification and implementation of the Convention and Protocols of the United Nations against cross-border organised crime”;

(xviii) racism and xenophobia crimes. (Art. 25-terdecies); (xix) Fraud crimes in sports competitions, abusive gambling or betting through prohibited

devices. (Art.25 quaterdecies); (xx) Tax crimes (Art. 25-quinquesdecies); (xxi) smuggling crimes (Art. 25-sexiesdecies).

Annex 1 to this Model 231 lists the offences resulting in administrative liability of legal entities pursuant to Legislative Decree No. 231/2001, together with a short description of the crimes.

1.4. The Organisation, Management and Control Model of Servizi Energia Italia

S.p.A.

At its meeting on March 3rd, 2009, the Board of Directors of Servizi Energia Italia S.p.A. resolved the adoption of an organisation, management and control model pursuant to Legislative Decree No. 231/2001 (hereinafter, “Model 231”), aimed at preventing the offences specified by Legislative Decree No. 231/2001.

Subsequently, through specific projects, the updates of Model 231 were approved in order to incorporate the regulatory innovations and corporate organizational changes of Servizi Energia Italia S.p.A..

In particular, the following updates to Model 231 took into account:

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•

•

•

•

the organizational changes in the services of Servizi Energia Italia SpA;

the evolution of jurisprudence and doctrine;

the considerations deriving from the application of Model 231, including the experiences deriving from criminal litigation;

the practice of Italian and foreign companies regarding models;

the results of the supervisory activities and the results of the internal audit activities;

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•

the evolution of the regulatory framework, with particular reference to the innovations introduced regarding the protection of savings and the principles expressed by the regulations relating to the Foreign Corrupt Practices Act and the UK Bribery Act;

•

the evolution of the Guidelines.

Model 231 of Servizi Energia Italia S.p.A. is divided into the following chapters:

“Model 231” (chapter 1), which provides a summary description of the reference legal framework, the identification of the addressees of Model 231 and the definition of the principles for the adoption of organisation, management and control models by the companies directly or indirectly controlled by Servizi Energia Italia S.p.A. (hereinafter, “Subsidiaries”);

“Risk assessment methodology” (chapter 2), describing the methodology used to carry out the mapping of the risks and the assessment of the control systems;

“Compliance Committee” (chapter 3), with the establishment and assignment of functions and powers, as well as the definition of information flows to and from it;

“Communication and training” (chapter 4), specifying the principles adopted for the communication of Model 231 to personnel and the market, including the adoption of contractual clauses in relations with third parties, and for personnel training;

“Disciplinary system” (chapter 5), specifying the sanctions imposed in the case of violation of Model 231;

“Control systems” (chapter 6), specifying the structure of the control systems;

in

the case of

“Rules for updating Model 231” (chapter 7), providing for a program to implement the updates organisational structure or business sectors of the Company, significant violations of Model 231 and/or assessments of its effectiveness, or industry experience in the public domain;

legislative changes, significant changes

in

“Saipem Code of Ethics” (chapter 8), specifying the rights, duties and responsibilities towards the addressees of Model 231 (hereinafter, “Code of Ethics”).

The Code of Ethics is an integral and substantial part of Model 231.

The document “Special Section of Model 231 - Sensitive Activities and specific Control Standards” identifies for each company process2 the activities believed by the Company to be at risk of the offences specified by Legislative Decree No. 231/2001 (hereinafter, “Sensitive Activities”) and the relevant controls aimed at preventing such offences. This document is communicated by the Chief Executive Officer - CEO of Servizi Energia Italia S.p.A. to the competent functions of Servizi Energia Italia S.p.A., which provide for

2 As identified in the document “Saipem Regulatory Maps Form”.

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the issuance of the regulatory documents3 that shall contain the control tools for the implementation of Model 231.

Model 231 is approved by resolution of the Board of Directors, subject to the opinion of the Board of Statutory Auditors.

The Chief Executive Officer - CEO is in charge of implementing and updating Model 231, by virtue of the powers received and as set forth in Chapter 7.

1.5. Addressees of Model 231

The principles and contents of Model 231 are addressed to the members of company bodies, management and employees of Servizi Energia Italia S.p.A. as well as to all who work in Italy and abroad for the achievement of Servizi Energia Italia S.p.A.’s objectives (hereinafter, “Addressees”).

The principles and contents of Model 231 are widely disseminated, both inside and outside of Servizi Energia Italia S.p.A.

The Compliance Committee of Servizi Energia Italia S.p.A. monitors the initiatives aimed at promoting communication and training on Model 231.

1.6.

The organisation, management and control model of Subsidiaries and affiliated companies, consortia and joint ventures

1.6.1. The organisation, management and control model of Subsidiaries

Servizi Energia Italia S.p.A. encourages the adoption and the effective implementation by all of its Subsidiaries of organization, management and control models.

Notably, the Chief Executive Officer - CEO of Servizi Energia Italia S.p.A. promotes, through specific and timely notifications, the dissemination among the Subsidiaries of instruments aimed at preventing offences, which: (i) with regards to Italian Subsidiaries, shall be in line with the Legislative Decree No. 231/2001, and with the relevant consolidated best practices, as well as with the principles laid out in Model 231 of Servizi Energia Italia S.p.A.; (ii) with regards to foreign Subsidiaries, shall be in compliance with the local applicable laws, shall be suited to the peculiarities of activities and business of the single legal entity and, in any case, shall take into account the minimum control

3 “Regulatory documents” are documents that regulate policies, processes and specific issues/aspects of company interest, with the objective of ensuring uniformity of conduct, as well as pursuing compliance objectives, describing tasks and/or responsibilities of the organisation structures involved in the regulated processes, the management and control procedures and the information flows.

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standards4 identified by Servizi Energia Italia S.p.A. and the provisions established in the Code of Ethics.

To this purpose, the Chief Executive Officer - CEO of Servizi Energia Italia S.p.A. communicates Model 231 and its updates to the Subsidiaries.

The Subsidiaries provide Servizi Energia Italia S.p.A. and Saipem S.p.A. with a copy of their organisation, management and control model and updates thereof. According to the provisions of the respective models, the Subsidiaries appoint an independent compliance committee or another equivalent body having the task to monitor the implementation and update of the model.

Any corrective action in their organisation, management and control models falls in the exclusive area of competence of the Subsidiaries, which also take action when receiving recommendations from their compliance committees or other equivalent bodies appointed with the task to supervise the implementation and update of the model (for example, the Compliance Committee).

1.6.2. The organisation, management and control model of affiliated companies,

consortia and joint ventures

The representatives appointed by Servizi Energia Italia S.p.A. in the company bodies of the legal entities in which the Company does not hold a controlling stake, in consortia and in joint ventures, promote according to the type of entity (for example by submitting a proposal in a new entity’s Board of Directors, the adoption of common procedures, etc.) - within the limits of the rights assigned to Servizi Energia Italia S.p.A. - the principles and the contents of Model 231 (including the Code of Ethics)5.

4 The “minimum control standards” are identified as the control systems aimed at preventing the risk of the offences specified by Legislative Decree No. 231/2001, provided in the document “Special Section of Model 231 - Sensitive Activities and specific Control Standards”.

5 The “Joint Venture Agreements - Prevention of Illegal Activities” procedure of Servizi Energia Italia S.p.A. sets out the principles and the regulations that must be followed by the Company and its Subsidiaries in the negotiation, conclusion and execution of joint venture agreements. In particular, the following activities are regulated: (i) selection of partner of established reputation in terms of honesty and fairness of business practices; (ii) negotiation and management of joint venture agreements according to criteria of diligence, transparency, fairness and in compliance with applicable laws; (iii) adoption of suitable control systems after the establishment of the joint venture.

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CHAPTER 2

RISK ANALYSIS METHODOLOGY

2.1.

Risk assessment and internal control system

The identification of the company areas where there is a risk of an offence is carried out through an accurate analysis of Servizi Energia Italia S.p.A.’s company processes, identifying the offences set out in the Legislative Decree no. 231 of 2001, as well as their primary means of commission, which are potentially applicable and relevant to the Company.

In particular, for each company process deemed at risk:

(i)

(ii)

Sensitive Activities are identified, as activities that are part of the company processes and that are exposed to the risk of the offences specified by Legislative Decree No. 231/2001, deemed potentially relevant for the Company; control systems aimed at preventing the perpetration of the offences are defined (hereinafter, “Control Standards”);

(iii) company contact persons involved in the process who, with regard to Sensitive Activities, have information relevant to the assessment of the internal control system of the Company, are identified. A comparative assessment of the current control system and the controls established in the Control Standards is then carried out with the identified company contact persons, it is recorded in appropriate risk assessment documents organised according to a logical process;

(iv)

if necessary, an action plan is defined in order to align the internal control system to the control systems established by the Control Standards.

According to the document issued by the Committee of Sponsoring Organizations (CoSO) with the title Internal Control-Integrated Framework (CoSoIC-IF)6, the internal control system may be defined as a set of mechanisms, procedures and instruments identified by the management to ensure the achievement of the objectives of effectiveness and efficiency of the company activities, reliability of information of financial and other nature, compliance with laws and regulations and safeguarding of company assets.

According to the CoSO Report, Internal Control – Integrated Framework, the components of the internal control system are:

Control environment:

It reflects the conducts and actions of “Top Management” with respect to internal control system applied in the organisation.

6 Committee of Sponsoring Organizations of the Treadway Commission (1992), internal control - integrated framework, AICPA, www.coso.org, updated in May 2013.

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The control environment includes the following elements:

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•

•

•

•

•

integrity and ethical values;

management philosophy and style;

organisational structure;

assignment of powers and responsibilities;

personnel policies and practices;

personnel skills.

Risk Assessment:

Definition of processes aimed at identifying and managing the most relevant risks that may prevent the achievement of company objectives.

Information and Communication:

Definition of an information system (IT system, reporting flow, system of process/activity indicators) enabling both senior management, middle manager, white and blue collar workers to perform the tasks assigned.

Control Activity:

Definition of company regulations ensuring organised management of risks and company processes and making it possible to achieve the company objectives.

Monitoring:

The process of assessing the quality and results of the internal controls over time.

These components of the internal control system are taken into consideration for the assessment of the risk of committing the offences provided for by Legislative Decree No. 231/2001.

The objective of the assessment is to ensure an effective and up-to-date system to identify Sensitive Activities and Control Standards.

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CHAPTER 3

COMPLIANCE COMMITTEE

3.1.

Compliance Committee of Servizi Energia Italia S.p.A.

3.1.1. Collegiality

The compliance committee of Servizi Energia Italia S.p.A. (hereinafter, the “Compliance Committee”) defines and carries out its activities on a collegial basis and has been given “independent powers of initiatives and control”, pursuant to Art. 6, Par. 1, letter b) of the Legislative Decree No. 231/2001. The Compliance Committee regulates its activities through specific regulations.

The autonomy and independence of the Compliance Committee are guaranteed by the position recognized to it within the organisational structure of the company and by the necessary requisites of independence, integrity and professionalism of its members, as well as by the reporting lines towards the Board of Directors of the Company.

To support the definition and the performance of the activities within its remit and ensure the utmost respect of the requisite of professionalism, continuity of action and the legislative obligations, the Compliance Committee can avail itself of the Company resources, as well as, if needed, of external resources with specialised skills.

3.1.2. Composition and appointment

The composition of the Compliance Committee, its changes and integrations, are approved with resolution of the Board of Directors, after hearing the opinion of the Board of Statutory Auditors, upon proposal of the Chief Executive Officer - CEO with the agreement of the Chairman.

The Compliance Committee is a collegial body composed of 2 (two) members, 1 (one) of whom is appointed Chairman of the Compliance Committee.

The term in office of the members of the Compliance Committee coincides with the term of the Board of Directors that appointed them, but they continue to perform their functions ad interim until the appointment of the new Compliance Committee members. Each member can be confirmed in the office for no more than 3 (three) consecutive mandates, up to a maximum of 9 (nine) years.

Reasons for ineligibility and/or removal of the members of the Compliance Committee include:

(i)

kinship, marriage, domestic partnership or affinity within the fourth degree of kinship with any members of the Board of Directors of the Company or its Subsidiaries, or with representatives, directors or managers of the Company or of one of its organisational units with financial and functional independence, as well

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as with persons who are responsible, also de facto, for managing or controlling the Company, the statutory auditors of the Company and the auditing company, as well as any other parties specified by the law;

(ii)

conflicts of interest, even potential ones, with the Company or its Subsidiaries, compromising their independence;

(iii) direct or indirect holding of equity investments resulting in a significant influence

on the Company or its Subsidiaries;

(iv) appointment in the office of executive director, in the 3 (three) financial years before appointment as member of the Compliance Committee, in companies undergoing voluntary or forced liquidation or equivalent procedures, as well as in the other cases regulated by Art. 2382 of the Civil Code;

(v)

(vi)

(vii)

employment in the central or local government sector, in the 3 (three) years before the appointment as member of the Compliance Committee, unless otherwise resolved by the Board of Directors;

judgement, even if still not having the force of res judicata, or “plea bargaining”, in Italy or abroad, for the offences which entail the administrative liability of legal entities pursuant to Legislative Decree No. 231 of 2001;

judgement, even if still not having the force of res judicata, or “plea bargaining” for a judgement imposing the disqualification, even temporary, from public office, or temporary disqualification from holding management positions in legal entities and companies.

Reasons for replacement and subsequent integration of the composition of the Compliance Committee include:

the assignment of tasks, roles and/or responsibilities within the company organisational structure that are not in line with the requirements of “autonomy and independence” and/or “continuity of action” that are to be guaranteed for the appointment as member of the Compliance Committee;

the termination or resignation of the member of the Compliance Committee for personal reasons;

the termination or resignation of the member of the Compliance Committee from its company function and/or the office assigned.

Should one of the above-mentioned reasons for replacement, ineligibility and/or removal be applicable to a member, this member shall immediately notify the other members of the Compliance Committee in writing and shall automatically be removed from office. The Compliance Committee shall inform the Chairman and the Chief Executive Officer

• CEO, in order to start the process for the replacement and to submit relevant proposal to the Board of Directors, as set forth in this paragraph.

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The occurrence of reasons for replacement, ineligibility and/or removal of members of the Compliance Committee shall not involve the removal from office of the entire body and the Board of Directors shall without delay provide for their replacement.

Without prejudice to the above, the Board of Directors may resolve - after hearing the opinion of the Board of Statutory Auditors - the suspension or removal from office of a member of the Compliance Committee in the following cases:

failure to provide adequate supervision that is proved - even incidentally - by judgement, even if still not having the force of res judicata, issued pursuant to Legislative Decree No. 231/2001 against the Company or another legal entity in which the concerned member is, or was, member of a compliance committee, or arising, even incidentally, from plea bargain;

serious failure to fulfil the duties of Compliance Committee.

3.1.3. Functions, powers and budget of the Compliance Committee

The tasks of the Compliance Committee are the following:

(i)

(ii)

supervision of implementation and updating activities of Model 231;

the effectiveness of Model 231 and monitoring of

the

review of Model 231 adequateness, i.e. of effectiveness (and not merely formal) in preventing unlawful behaviours pursuant to Legislative Decree No. 231/2001;

(iii) analysis of the maintenance of the requirements of soundness and functionality of

Model 231 over time;

(iv) promotion of the necessary updating, in a dynamic sense, of Model 231;

(v)

approval of the annual programme of supervisory activities within the Company’s structures and departments (hereinafter, “Supervision Program”), in compliance with the principles and contents of Model 231 as well as with the risk assessments and controls established in the internal control system; coordination of activities for the implementation of the Supervision Program and of scheduled and unscheduled control initiatives; analysis of the results of the activities carried out and corresponding reports;

(vi) care of the relevant information flows to and from company functions and

compliance committees of Subsidiaries;

(vii) any other task assigned according to the law or to Model 231.

In performing the tasks assigned, the Compliance Committee has unlimited access to company information for its activities of investigation, analysis and control, which may be carried out directly, through the competent internal functions, or through independent professionals/companies. All company functions, employees and/or members of company bodies are obliged to provide information if requested by the Compliance

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Committee, or in the case of events that could result in a liability of Servizi Energia Italia S.p.A. pursuant to Legislative Decree No. 231/2001.

The Compliance Committee is granted:

the power to grant, modify and/or terminate professional assignments – also making use of the competent internal company functions – with autonomous powers of representation, to third parties having the specific expertise necessary for the best execution of the task concerned;

the availability of the financial resources for the performance of the activities within its field of competence. The requirement to carry out any transaction whose amount exceeds 1.000.000 (one million) Euro, is communicated to the Chairman and the Chief Executive Officer - CEO of Servizi Energia Italia S.p.A.

3.2.

Information flows

3.2.1.

Information management and governance and corporate control bodies

the Compliance Committee

flows

from

towards

top

The Compliance Committee reports on the implementation of Model 231, as well as any critical aspects identified, and inform of the result of the activities carried out while performing its tasks. The reporting lines are as follows:

(i)

(ii)

on an ongoing basis, to the Chief Executive Officer - CEO, who informs the Board of Directors through the information notes regarding the implementation of the delegations granted;

every six months, to the Control and Risk Committee of Saipem SpA, the Board of Statutory Auditors of Saipem SpA, the Board of Statutory Auditors and the Board of Directors of Servizi Energia Italia SpA. On this occasion, dedicated meetings are organized with the Board of Statutory Auditors and the Board of Directors of Servizi Energia Italia SpA to discuss the topics covered in the report and any further topics of common interest; in this regard, a half-yearly report is prepared relating to the activity carried out, with evidence of the outcome of the supervisory activities carried out and of any legislative innovations regarding the administrative liability of the entities registered in the period; the half-yearly report is also sent to the President and the CEO;

(iii)

immediately, to the Board of Statutory Auditors of Servizi Energia Italia S.p.A. and to the Audit and Risk Committee and the Board of Statutory Auditors of Saipem S.p.A., after informing the Chairman and to the Chief Executive Officer - CEO, in the case events of special importance and significance are ascertained.

17

3.2.2. Compulsory information flow towards the Compliance Committee

Without prejudice to the provisions of Par. 3.2.3, the Compliance Committee shall be informed, by the parties required to comply with Model 231 of any event that may cause liability of Servizi Energia Italia S.p.A. pursuant to Legislative Decree No. 231/2001. In this regard:

•

•

•

•

•

•

•

•

the Head of Administration, Finance and Control for the preparation of Financial Reports meets the Compliance Committee, at least once every six months, to review the audits concerning the internal control system on financial information and for the issues within his remit;

the auditing company meets the Compliance Committee before the meeting of the Board of Directors called for the approval of the financial statements proposal, the half-yearly report and the annual report, for the assessment of possible critical issues arising from the performance of auditing activities;

the Chief Executive Officer – CEO forwards to the Compliance Committee the notices and reports received about legal events monitoring, on an ongoing and timely basis, as well as an annual report on the assessments and its monitoring within its field of competence;

the Internal Audit function of Saipem S.p.A. forwards to the Compliance Committee the notices and reports received, on an ongoing basis or at least once every three months, as well as the assessments and its monitoring within its area of competence;

at least once every six months, the Corporate Health, Safety and Environment function regularly presents reports on health and safety in the workplace and the environment;

at least once every six months, the Corporate Human Resources, Organisation and Services function reports on the security activities carried out;

the Corporate Secretariat reports to the Compliance Committee at least once every six months on the adoption and update of the organisation, management and control models of the Subsidiaries;

the Corporate Human Resources, Organisation and Services function periodically reports to the Compliance Committee on the disciplinary measures taken as a result of investigations undertaken following the receipt of reports, also anonymous (whistleblowing), or arising from audit activities, as well as any additional disciplinary measures taken against unlawful behaviours pursuant to Model 231.

It remains understood that the Compliance Committee can arrange meetings and set up at any time, also on a regular basis, information flows dedicated to the discussion of specific issues with the managers of the competent functions and company structures.

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The Compliance Committee can also organise meetings with the Chief Executive Officer

• CEO of Servizi Energia Italia S.p.A.

3.2.3. Whistleblowing Reports

The management, employees, consultants, collaborators and business partners shall report any behaviour that is not in line with the principles and the contents of Model 231 to the Compliance Committee; the Compliance Committee assesses the reports received and the activities to be carried out.

To encourage the submission of reports, Saipem7 has set up dedicated communication channels as indicated in the Procedure “Whistleblowing Reports, also anonymous, received by Saipem S.p.A. and its Subsidiaries in Italy and abroad” published on the Saipem’s Intranet and Internet websites:

• Reporting: Segnalazioni@saipem.com

• Whistleblowing: WhistleBlowing@saipem.com

and accessible to all Saipem employees and website users.

Servizi Energia Italia S.p.A. has also set up its own “dedicated channels” to encourage the notification flow of reports:

organismodivigilanzaSEI@saipem.com

The communication channels adopted guarantee, together with the provisions for managing the report, the confidentiality of the whistleblower’s identity.

The obligations to report any alleged violation apply also to behaviours not in line with the principles and the contents of Model 231 which the management or the employees of Servizi Energia Italia S.p.A. have come to know, through communication channels other than those indicated above, within the limit of respect of the principles of fairness and good faith that must characterise the employment relationship.

The Compliance Committee also reviews the reports received through communication channels other than those described above.

Whistleblowers are guaranteed against any form, direct or indirect, of retaliation, discrimination or penalization, for reasons connected directly or indirectly to the report, without prejudice to the legal obligations and the protection of the rights of the Company or of the people accused by wilful misconduct or gross negligence, as well as the provision of disciplinary measures to be applied to those who make, with wilful misconduct or gross negligence, reports that prove to be groundless.

7 “Saipem” means Saipem S.p.A. and its direct and indirect subsidiaries, in Italy and abroad.

19

In any case, the confidentiality of the whistleblower’s identity is assured; sanctions are also imposed on those who violate provisions adopted to guarantee safeguarding of the whistleblower.

3.3.

Information notes concerning Subsidiaries

Without prejudice to the autonomy of the Subsidiaries, their compliance committees and other equivalent bodies in charge of monitoring the implementation and update of the organisation, management and control model, being recognised in a peer relationship with the Compliance Committee of Servizi Energia Italia S.p.A., shall deliver to the latter a half-yearly report describing:

the planning of the supervision activities within their field of competence;

any significant issue arisen in the scheduling and implementation of such activities and any relevant actions put in place for remediation;

information notes on the adoption and update of the organisation, management and control model of the relevant Subsidiary.

Without prejudice to the above, these bodies shall inform the Compliance Committee of Servizi Energia Italia S.p.A. and, in the case of a company indirectly controlled, the compliance committee or other equivalent body of its direct parent company, of the significant facts acknowledged in their supervision activities that have or may have a significant impact on Model 231 of Servizi Energia Italia S.p.A., or may potentially cause a criminal or administrative liability of the Company or its personnel.

The compliance committees or other equivalent bodies of the Subsidiaries shall make available to the Compliance Committee of Servizi Energia Italia S.p.A. any information requested by this latter upon occurrence of events or circumstances which may have significant impact on the performance of the activities within their remit.

3.4.

Information notes to Compliance Committee of Saipem S.p.A.

Without prejudice to the autonomy of Servizi Energia Italia S.p.A., the Compliance Committee of Servizi Energia Italia S.p.A., being recognised in a peer relationship with the Compliance Committee of Saipem S.p.A., shall deliver to the latter a half-yearly report describing:

the planning of the supervision activities within their field of competence; any significant issue arisen in the scheduling and implementation of such activities and any relevant actions put in place for remediation; information notes on the adoption and update of the organisation, management and control model of the relevant Subsidiary.

20

Without prejudice to the above, the Compliance Committee of Servizi Energia Italia S.p.A. shall inform the Compliance Committee of Saipem S.p.A. and, in the case of a company indirectly controlled, the compliance committee or other equivalent body of its direct parent company, of the significant facts acknowledged in their supervision activities that have or may have a significant impact on Model 231 of Saipem S.p.A., or may potentially cause a criminal or administrative liability of Saipem S.p.A. or its personnel.

The Compliance Committees of Servizi Energia Italia S.p.A. shall make available to the Compliance Committee of Saipem S.p.A. any information requested by this latter upon occurrence of events or circumstances which may have significant impact on the performance of the activities within their remit.

3.5.

Collection and storage of information

Any information, report, notice provided for in Model 231 is kept by the Compliance Committee in a paper and/or electronic archive. Without prejudice to legitimate orders of Authorities, data and information stored in the archive is made available to parties outside the Compliance Committee only with the prior authorization of the Compliance Committee itself.

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CHAPTER 4

COMMUNICATION AND TRAINING

4.1.

Communication and training activities

the training are Communication and personnel implementation of Model 231. Servizi Energia Italia S.p.A. undertakes to encourage and promote knowledge of Model 231, with different knowledge degrees according to the position and role of the Addressees, promoting their active participation in better understanding the principles and contents of Model 231.

requirements

important

for

4.1.1. Communication of Model 231

Model 231 is formally communicated by the Chief Executive Officer - CEO of Servizi Energia Italia S.p.A., through the competent company functions:

to each member of the company bodies;

to management and employees, whether on permanent job and/or on duty;

Model 231 is enclosed within the employment contract.

The principles and contents of Model 231 are disclosed to all with whom Servizi Energia Italia S.p.A. has contractual relations. All agreements concluded by Servizi Energia Italia S.p.A. with third parties shall include a clause requiring such third parties to comply with the law and the reference principles of Model 231; such clause must be accepted by the relevant third parties.

In this regard, a regulatory document has specified standardised clauses that, according to the activity regulated by the agreement, require the counterparties to comply with Model 231, and provide for contractual remedies (such as the right to terminate the agreement and/or impose penalties) in case of failure to comply.

Model 231 is also displayed on the company bulletin boards and made available to all employees on the Document Management System. Training of Servizi Energia Italia S.p.A. personnel

All Servizi Energia Italia S.p.A. personnel are informed of the principles and contents of Legislative Decree No. 231/2001 and Model 231 through specific training courses.

This training activity is provided through IT instruments and procedures (update e-mails, self-assessment instruments), as well as through regular update training sessions and workshops, and includes tests aimed at evaluating the training activities themselves. Training is differentiated, in its contents and delivery method, according to the job title of the Servizi Energia Italia S.p.A. employee, the level of risk of the area in which he/she

22

operates, and whether the employee has the power to represent the Company. Attendance at the training courses is mandatory.

The planning of the training courses is approved by the Compliance Committee of Servizi Energia Italia S.p.A. on proposal of the Business Integrity function of Saipem S.p.A. The Human Resources, Organisation and Services function shall provide information notes to the Compliance Committee of Servizi Energia Italia S.p.A. on the training activities carried out.

23

CHAPTER 5 DISCIPLINARY SYSTEMS

5.1.

Function of the disciplinary system

In the case of violation of Model 231, disciplinary measures are applied and are commensurate with the violation committed for the purposes of contributing to: (i) the effectiveness of Model 231 and (ii) the effectiveness of the control activity of the Compliance Committee.

For this purpose, a suitable disciplinary system has therefore been established in order to punish the failure to comply with the requirements of Model 231, addressed both to the top-level management and to those individuals subject to the direction of others. The application of the disciplinary system is independent from the course and the outcome of any proceedings brought before the relevant judicial Authorities.

The Compliance Committee informs the relevant functions of violations of Model 231 and, together with the Human Resources, Organisation and Services function, monitors the application of disciplinary measures.

5.2.

Violation of Model 231

For the purposes of the compliance with the law, by way of example, the following violations of Model 231 are represented by:

(i)

the performance of activities or behaviours not compliant with the requirements of Model 231 and/or the Code of Ethics and/or the regulatory documents, or the failure to perform activities or behaviours required by Model 231 and/or the Code of Ethics and/or the regulatory documents within the execution of Sensitive Activities or other related activities, including the performance of activities or behaviours not compliant with the requirements on workplace health and safety, as set forth in Art. 30 of Legislative Decree No. 81/2008;

(ii)

the failure to comply with the obligations to inform the Compliance Committee specified by Model 231, which:

a)

b)

c)

exposes the Company to an objective risk of perpetrating one of the offences referred to in Legislative Decree 231/2001; and/or

is clearly aimed at facilitating the perpetration of one or more offences referred to in Legislative Decree 231/2001; and/or

results in the application to Servizi Energia Italia S.p.A. and Saipem S.p.A. of sanctions provided for by Legislative Decree 231/2001.

24

5.3.

Measures concerning middle managers, white collar and blue collar workers

Upon each notice of violation of Model 231 communicated by the Compliance Committee, the procedure to investigate alleged unlawful behaviour of Servizi Energia Italia S.p.A. employees is initiated by the Manager of the competent Human Resources, Organisation and Services function:

(i)

(ii)

if, following to the ascertainment of breach pursuant to the contract in force, a violation of Model 231 or the Code of Ethics is verified, the disciplinary measure provided for by the applicable contract is identified pursuant to the relevant regulatory documents and imposed by the Manager of the competent Human Resources, Organisation and Services function towards the defaulting party;

the sanction applied is proportional to the gravity of the offence. The following aspects shall be taken into consideration: intentionality of the behaviour or degree of negligence; overall conduct of the employee with particular reference to previous disciplinary records, if any; level of responsibility and autonomy of the employee guilty of the disciplinary offence; seriousness of the effects of the violation, i.e., the level of risk that the Company may reasonably be exposed to – pursuant to Legislative Decree No. 231/2001 – due to the employee’s behaviour; any other particular circumstances relating to the disciplinary offence.

The disciplinary measures are those provided for by the collective labour agreement applied to the employment relationship of the employee in question, as well as those in any case applicable according to legal provisions, including dismissal.

The Manager of the Human Resources, Organisation and Services function is responsible for informing the Compliance Committee of the disciplinary measures that have been applied or any provision of closure of the procedure and the reasons thereof.

All legal and contractual obligations concerning the application of disciplinary measures shall be also complied with.

The employment relationships with the employees who provide their services abroad, also due to secondment, are regulated, according to the provisions of Regulation No. 593/2008/EC of the law applicable to contractual obligations, as well as by the Legislative Decree No. 136/2016 on cross-border secondments.

5.4.

Measures concerning Senior managers

When a violation of Model 231 by one or more managers is notified by the Compliance Committee and verified pursuant to Par. 5.3 (i) above, the Company adopts towards the defaulting party the applicable legal and contractual provisions, taking into account the criteria set by Par. 5.3 (ii). If the violation of Model 231 undermines the relationship of trust, the sanction shall consist in dismissal for just cause.

25

5.5.

Measures concerning Directors

The Compliance Committee communicates to the Board of Statutory Auditors, the Chairman of the Board of Directors and the Chief Executive Officer – CEO, the notice of any violation of Model 231 by one or more members of the Board of Directors. If the violation was committed by the Chairman of the Board of Directors or by the Chief Executive Officer - CEO, such violation of Model 231 will be disclosed to the other members of these company bodies. The members of the Board of Directors, without the participation of the party concerned, carry out all necessary evaluations and take, after consulting the Board of Statutory Auditors without the participation of the party concerned, the appropriate measures, which may include the precautionary revocation of the delegated powers, as well as the calling of the Shareholders’ Meeting to decide for a replacement, if necessary.

5.6.

Measures concerning Statutory Auditors

The Compliance Committee informs the Chairman of the Board of Statutory Auditors (or another Statutory Auditor, if the violation is carried out by the Chairman) and the Board of Directors, in the person of its Chairman, notice of a violation of Model 231 carried out by one or more Statutory Auditors. The members of the Board of Statutory Auditors, without the participation of the party involved, after hearing the opinion of the Board of Directors, carry out all necessary assessments, which may include calling the Shareholders’ Meeting in order to take the necessary measures.

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CHAPTER 6 CONTROL SYSTEMS

6.1.

Structure of controls

The document “Special Section of Model 231 - Sensitive Activities and specific Control Standards” identifies the Sensitive Activities deemed at risk for the commission of the offences provided for by the Legislative Decree No. 231/2001 and the corresponding control systems aimed at preventing these offences.

Consistently with the risk assessment methodology adopted (as described in Chapter 2 above), the document “Special Section of Model 231 - Sensitive Activities and specific Control Standards” is structured on the basis of the company processes of Servizi Energia Italia S.p.A. and identifies, for each of them, the applicable Sensitive Activities, that is, the company activities, within the process, where there may be a risk that offences be perpetrated.

For each Sensitive Activity identified, the document indicates the Control Standards aimed at preventing the risk of the offences specified by Legislative Decree No. 231/2001.

In particular, the Control Standards pursuant to Model 231 are structured on two levels:

general standards of transparency of activities, listed below and applicable across all company processes and corresponding activities:

a)

Segregation of duties: there shall be segregation of duties between executing, controlling and authorizing parties8;

b) Rules: company regulations providing at least general reference principles

c)

d)

for governing sensitive activities shall be specified; Powers of signature and powers of authorisation: formal rules for the attribution and exercise of the powers to represent the Company before third parties and the internal delegation of powers shall be specified, in line with the responsibilities assigned; Traceability: the parties or functions concerned and/or the information system used shall ensure the identification and traceability of the sources, information and controls that support the formation and implementation of the Company’s decisions, as well as the process of management of financial resources.

8 This standard is qualified as follows:

•

•

the segregation principle must consider the Sensitive Activity within the context of the specific process in question; segregation occurs within codified, complex and organised systems where individual phases must be identified and governed in a consistent way within management, with a consequent limitation of enforcement discretion, as well as traced through the decisions made.

27

The general transparency standards are implemented by the relevant functions within the regulatory documents that refer to the Sensitive Activities. These regulatory documents are communicated and circulated by the relevant functions in compliance with applicable law and contractual provisions and the management and employees of Servizi Energia Italia S.p.A. are required to comply with them;

specific control standards, which contain special provisions aimed at governing the distinctive aspects of the Sensitive Activities and which shall be included in the relevant regulatory documents. These documents indicate Model 231 among reference regulations.

The relevant functions ensure the implementation of the specific Control Standards aimed at regulating the distinctive aspects of the Sensitive Activities related to the corresponding company processes.

6.2.

Sensitive Activities and specific Control Standards

The document “Special Section of Model 231 - Sensitive Activities and specific Control Standards”, approved by the Board of Directors, at the time of the approval of the first version of Model 231, and by the Chief Executive Officer - CEO, at the time of its subsequent updates according to the procedure described in Chapter 7, identifies for each company process the related Sensitive Activities and the corresponding control systems adopted by the Company.

This document is communicated by the Chief Executive Officer - CEO of Servizi Energia Italia S.p.A. to his/her first reporting line, the Head of Administration, Finance and Control for the preparation of Financial Reports, the branches managers of Servizi Energia Italia S.p.A., the Corporate Organisation and Quality function. The specific Control Standards are implemented by the relevant company functions in the regulatory documents that refer to the Sensitive Activities. The Internal Audit function of Saipem S.p.A. is informed of the Sensitive Activities and the specific Control Standards for the performance of the activities within its area of competence.

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CHAPTER 7

RULES FOR UPDATING MODEL 231

7.1.

Introduction

Due to the complexity of the organisational structure of the Company and of the application of Model 231 to the latter, the update of Model 231 is based on an innovation implementation program (hereinafter, “Implementation Program”).

7.2.

Implementation Program drafting criteria

The timely drafting of the Implementation Program is required in case of (a) legislative changes concerning the provisions on liability the administrative liability of legal entities of violations, (b) regular review of Model 231, also in connection with significant changes in the organisational structure or business activities of the Company, (c) significant violations of Model 231 and/or outcomes of checks on its effectiveness, or industry experience in the public domain. The activity is aimed at preserving the effectiveness of Model 231 over time.

The task of disposing for the review of Model 231 is assigned to the Chief Executive Officer - CEO, already in charge of its implementation, according to the methodology and the principles provided for in Model 231. In detail:

•

•

•

the Compliance Committee reports to the Chief Executive Officer - CEO any information in its possession that suggests the need to update Model 231;

the Chief Executive Officer - CEO starts the Implementation Program, informing the Board of Directors;

the Implementation Program identifies the activities needed to carry out the update of Model 231, specifying responsibilities, timeline and implementation modalities.

The results of the Implementation Program prepared with the support of the relevant company functions and with the co-operation of the Compliance Committee are submitted to the Chief Executive Officer - CEO, who approves the results and the initiatives to be carried out within his/her field of competence.

The changes and/or integrations specified in the Implementation Program, related to: (a) the structure of the document “Special Section of Model 231 - Sensitive Activities and specific Control Standards” and (b) the introduction of new offences pursuant to Legislative Decree No. 231/2001 are approved by the Chief Executive Officer - CEO of Servizi Energia Italia S.p.A., who informs the Board of Directors, and are immediately effective.

The changes and/or integrations to Model 231 other than those listed above are approved by the Board of Directors, subject to the favourable opinion of the Board of Statutory Auditors.

29

There is in any case no prejudice to the possibility for the Compliance Committee, to carry out independently the following, merely formal, changes and/or integrations to Model 231, to the document “Special Section of Model 231 - Sensitive Activities and specific Control Standards” and to Annex 1 to Model 231: corrections of typos and/or clerical errors, update or correction of references to legal or regulatory provisions, change in the name of internal company functions and processes. The Compliance Committee informs the Chief Executive Officer - CEO of Servizi Energia Italia S.p.A. of these changes and/or integrations.

The Compliance Committee monitors the progress and results of the Implementation Program, as well as the implementation of the measures taken, and informs the Chief Executive Officer - CEO of the outcome of these activities.

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CHAPTER 8 SAIPEM CODE OF ETHICS

INTRODUCTION

Saipem9 is an internationally oriented industrial group which, because of its size and the importance of its activities, plays a significant role in the marketplace and in the economic development and welfare of individuals who work for or with Saipem and of the communities where it is present.

The complexity of the situations in which Saipem operates, the challenges of sustainable development and the need to take into consideration the interests of all those with a legitimate interest in the company business (“Stakeholders”), strengthen the importance of clearly defining the values that Saipem accepts, acknowledges and shares as well as the responsibilities it assumes, contributing to a better future for everybody.

For this reason, the Saipem Code of Ethics (“Code” or “Code of Ethics”) has been drafted. Compliance with the Code by Saipem’s directors, statutory auditors, managers and employees, as well as by all those who operate in Italy and abroad for achieving Saipem’s objectives (“Saipem People”), each within their own functions and responsibilities, is of paramount importance – also pursuant to legal and contractual provisions governing the relationship with Saipem – for Saipem’s efficiency, reliability and reputation, which are all crucial factors for its success and for improving the social context in which Saipem operates.

Saipem shall promote knowledge of the Code among Saipem People and the other Stakeholders and accept their constructive contribution to the Code’s principles and contents. Saipem shall take into consideration any Stakeholder’s suggestion and remark, with the objective of confirming or integrating the Code.

Saipem carefully monitors compliance with the Code by providing suitable instruments and regulatory documents 10 for information, prevention and control purposes and ensuring transparency in all transactions and behaviours, by taking corrective measures if and as required. The Compliance Committee or other equivalent body of each Saipem company performs the functions of guarantor of the Code of Ethics (“Guarantor”).

The Code is brought to the attention of all those with business relations with Saipem.

9 “Saipem” means Saipem S.p.A. and its direct and indirect subsidiaries, in Italy and abroad. 10 “Regulatory documents” are documents that regulate policies, processes and specific issues/aspects of company interest, with the objective of ensuring uniformity of conduct, as well as pursuing compliance objectives, describing tasks and/or responsibilities of the organisation structures involved in the regulated processes, the management and control procedures and the information flows.

31

1.

General principles: sustainability and corporate responsibility

Compliance with laws, regulations, statutory provisions, governance codes, ethical integrity and fairness, is a constant commitment and duty of all Saipem People and characterizes the conduct of Saipem’s entire organisation.

Saipem’s business and company activities shall be carried out in a transparent, honest and fair way, in good faith, and in full compliance with competition rules.

Saipem shall maintain and strengthen a governance system in line with international best practice standards, able to deal with the complex situations in which Saipem operates, and with the challenges facing sustainable development.

Systematic ways to involve Stakeholders have been adopted, fostering discussion on sustainability and corporate responsibility.

In conducting both its activities as an international company and those with its partners, Saipem stands up for the protection and promotion of human rights, inalienable and fundamental prerogatives of human beings and basis for the establishment of societies founded on principles of equality, solidarity, repudiation of war, and for the protection of civil and political rights, of social, economic and cultural rights and the so-called third generation rights (self-determination right, right to peace, right to development and to the protection of the environment).

No form of discrimination, corruption, forced or child labour is tolerated. Particular attention is paid to the acknowledgement and safeguarding of the dignity, freedom and equality of human beings, to protection of labour and of the freedom of trade union association, of health, safety, the environment and biodiversity, as well as the set of values and principles concerning transparency, energy efficiency and sustainable development, in accordance with International Institutions and Conventions.

In this regard, Saipem operates in compliance with the international provisions of the Universal Declaration of Human Rights of the United Nations and the following conventions:

the Convention on the protection of the European Communities’ financial interests (Brussels, 26 July 1995) and relevant first Protocol (Dublin, 27 September 1996);

the Convention on the fight against corruption involving officials of the European communities or officials of Member States of the European Union (Brussels, 26 May 1997);

the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (Paris, 17 December 1997);

the fundamental Conventions of ILO-International Labour Organization (18 June 1998).

32

Saipem also keeps into account the provisions of the national legislation most advanced on the front of the fight against corporate crime and, in particular, the controls and the mechanisms of prevention and control considered and/or referred to within the legal provisions, among which by way of example:

the Foreign Corrupt Practices Act, adopted by the U.S. Government on 19 December 1977 (as subsequently integrated and modified by the International Anti-Bribery Act of 1988);

the Bribery Act 2010, adopted by the UK Government on 8 April 2010;

the 2010 Federal Sentencing Guidelines Manual & Supplement, issued by the United States Sentencing Commission on 1 November 2010;

the Modern Slavery Act 2015 (London, 26 March 2015);

the French law No. 2016-1691 of 9 December 2016, also known as Sapin 2.

All Saipem People, without any distinction or exception whatsoever, must respect the principles and contents of the Code in their actions and behaviours in the context of their functions and tasks, aware that compliance with the Code is fundamental for the quality of their working and professional performance. Relationships among Saipem People, at all levels, shall be characterized by honesty, fairness, cooperation, loyalty and mutual respect.

The belief of acting in favour or to the advantage of Saipem can never justify – not even in part – any behaviour conflicting with the principles and contents of the Code.

Conduct standards and relations with Stakeholders

2.1.

Ethics, transparency, fairness, professionalism

In its business relations, no matter how significant they are, Saipem is inspired by and complies with the principles of loyalty, fairness, transparency, efficiency and openness to the market.

Any action, transaction and negotiation performed and, generally, the conduct of Saipem People in the performance of their duties is inspired by the highest principles of fairness, completeness and transparency of information and legitimacy, both in form and substance, as well as clarity and truthfulness of all accounting records, in compliance with the applicable laws in force and regulatory documents.

All Saipem’s activities shall be performed with the utmost care and professional skill, with the duty to provide skills and expertise appropriate to the tasks assigned, and to act so as to protect Saipem’s image and reputation. Company objectives, as well as the proposal and implementation of projects, investments and actions, shall be aimed at improving the company’s assets, management, technological and information level in the long term, and at creating value and welfare for all Stakeholders.

33

Bribes, illegitimate favours, collusion, requests for personal or career benefits for oneself or others, either directly or through third parties, are prohibited without any exception.

To pay or offer, directly or indirectly, money and material benefits and other advantages of any kind to third parties, whether representatives of governments, public officers and public servants or private employees, in order to influence or remunerate the actions of their office is prohibited.

Commercial courtesy, such as small gifts or forms of hospitality, is only allowed when its value is small and when it does not compromise the integrity and reputation of either party and cannot be construed by an impartial observer as aimed at obtaining undue advantages. In any case, this type of expense shall always be authorized by the person in the position identified by the regulatory documents and properly documented.

Cash gifts from individuals or companies that have or plan to have business relations with Saipem shall not be accepted. Anyone who receive proposals of gifts or special treatment or hospitality that cannot be considered as commercial courtesy of small value, or requests therefore by third parties, shall refuse them and immediately inform their direct superior, or the body they belong to, as well as the Guarantor.

Saipem shall properly inform all third parties about the commitments and obligations provided for in the Code, require third parties to respect the principles of the Code relevant to their activities and take proper internal action and, if the matter is within its own competence, external action if a third party fails to comply with the Code.

2.2.

Relations with shareholders and with the Market

2.2.1. Value for shareholders, efficiency, transparency

The internal structure of Saipem and the relations with the parties directly and indirectly taking part in its activities are regulated in a way to ensure management reliability and a fair balance between the management’s powers and the interests of shareholders in particular and the other Stakeholders in general, as well as to ensure transparency and knowledge by the market of the management decisions and general company events that could have a considerable influence on the market value of the financial instruments issued.

Within the framework of the initiatives aimed at maximizing the value for shareholders and at guaranteeing transparency of the management activity, Saipem defines, implements and progressively adjusts a coordinated and homogeneous set of conduct rules concerning both its internal organisational structure and its relations with shareholders and third parties, in compliance with the highest corporate governance standards at the national and international level, in the awareness that the company’s capacity to impose efficient and effective functioning rules upon itself is a fundamental tool for strengthening its reputation in terms of reliability and transparency as well as Stakeholders’ trust.

34

Saipem deems it necessary that shareholders be able to participate in the decisions within their area of competence and to make informed choices. Therefore, Saipem shall ensure that information is disclosed to shareholders and the market with the greatest transparency and timeliness – making use, among other things, of the company website – in compliance with the laws and regulations for listed companies.

Saipem shall also keep in due consideration the legitimate directions provided by shareholders whenever they are entitled to do so.

2.2.2. Self-Regulatory Code

The main corporate governance rules of Saipem, here referred to as required, are laid out in the Self-Regulatory Code for listed companies issued by Borsa Italiana, to which Saipem S.p.A. has adhered.

2.2.3. Company information

Saipem ensures the correct management of company information, by means of suitable procedures for in-house management and external communication.

2.2.4.

Inside information

All Saipem People are required, while performing their tasks, to handle inside information correctly and to know and comply with regulatory documents on market abuse. Insider trading and any behaviour that may promote insider trading are expressly forbidden. In any case, the purchase or sale of Saipem shares or shares of companies outside Saipem shall always be based on absolute and transparent fairness.

2.2.5. Media

Saipem shall provide true, prompt, transparent and accurate information to the outside.

Relations with the media are exclusively dealt with by the departments and managers specifically appointed to do so; all Saipem People shall agree in advance with the relevant Saipem structure regarding the information to be supplied to media representatives, as well as the undertaking to provide such information.

2.3.

Relations with institutions, associations and local communities

Saipem encourages dialogue with Institutions and with organized associations of civil society in all the countries where it operates.

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2.3.1. Authorities and Public Institutions

Saipem, through its people, actively and fully cooperates with the Authorities.

Saipem People, as well as the external collaborators whose actions may somehow be attributed to Saipem, shall adopt a conduct towards the Public Administration characterized by fairness, transparency and traceability. These relations shall be exclusively handled by the relevant functions and positions, in compliance with approved plans and regulatory documents.

The functions of the subsidiaries concerned shall coordinate with the relevant Saipem structure for a preliminary assessment of the quality of the initiatives to be adopted and for the sharing, implementing and monitoring of these actions.

It is forbidden to make, induce or encourage false statements to Authorities.

2.3.2. Political organisations and trade unions

Saipem does not make direct or indirect contributions, in whatever form, to political parties, movements, committees, political organisations, or to their representatives and candidates. Direct or indirect contributions may be made to trade unions and their representatives, to the extent this is provided for by mandatory legislative requirements or applicable collective labour contracts11.

2.3.3. Development of local Communities

Saipem is committed to actively contribute to promoting the quality of life, the socio- economic development of the communities where Saipem operates and to the development of their human resources and capabilities, while conducting its business activities according to standards that are compatible with fair commercial practices.

Saipem’s activities are carried out in the awareness of the social responsibility that Saipem has towards all its Stakeholders and in particular the local communities in which it operates, in the belief that the capacity for dialogue and interaction with civil society constitutes an important asset for the company. Saipem respects the cultural, economic and social rights of the local communities in which it operates and undertakes to contribute, as far as possible, to their exercise, with particular reference to the right to adequate nutrition, drinking water, the highest achievable level of physical and mental health, decent dwellings, education, abstaining from actions that may hinder or prevent the exercise of such rights.

11 Potential contributions in favour of supranational sea trade unions shall be explicitly approved by the manager of the Corporate Human Resources, Organisation and Services function.

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Saipem promotes transparency of the information addressed to local communities, with particular reference to the topics that they are most interested in. Forms of continuous and informed consultation are also promoted, through the relevant Saipem structures, in order to take into due consideration the legitimate expectations of local communities in conceiving and conducting company activities and in order to promote a proper redistribution of the profits deriving from such activities.

Saipem, therefore, shall promote the knowledge of its company values and principles, at every level of its organisation, also by instituting the appropriate regulatory documents, and to protect the rights of local communities, with particular reference to their culture, institutions, ties and life styles.

Within the framework of their respective responsibilities, Saipem People shall participate in the creation of individual initiatives in compliance with Saipem’s policies and intervention programs, implement them according to criteria of absolute transparency and support them as an integral part of Saipem’s objectives.

2.3.4. Promotion of “non-profit” activities

The philanthropic activity of Saipem is in line with its vision and focus on sustainable development.

Therefore, Saipem shall foster, support, and promote among its people its “non-profit” activities, which demonstrate the Company’s commitment to contributing to meeting the needs of those communities where it operates.

2.4.

Relations with clients and suppliers

2.4.1. Clients

Saipem pursues its business success in markets by offering quality goods and services under competitive conditions while respecting the rules protecting fair competition.

Saipem shall respect the right of clients not to receive goods harmful to their health and physical integrity and to receive complete information on the goods offered to them.

Saipem acknowledges that the esteem of those requesting goods or services is of primary importance for success in business. Business policies are aimed at ensuring the quality of goods and services, safety and compliance with the precautionary principle. Therefore, Saipem People shall:

•

comply with regulatory documents concerning the management of relations with clients;

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•

•

supply, with efficiency and courtesy, within the limits set by the contractual conditions, high-quality goods and services meeting the reasonable expectations and needs of clients;

supply accurate and exhaustive information on goods and services and be truthful in advertisements or other kind of communication, so that clients can make informed decisions.

2.4.2. Suppliers and external collaborators

Saipem undertakes to seek suppliers and external collaborators with suitable professionalism and committed to sharing the principles and contents of the Code and promote the establishment of long-lasting relations for the progressive improvement of performances while protecting and promoting the principles and contents of the Code.

In relationships regarding tenders, procurement and, generally, the supply of goods and/or services and of external collaborations (including consultants, agents, etc.), Saipem People shall:

•

•

•

•

•

•

•

comply with regulatory documents concerning selection and relations with suppliers and external collaborators and abstain from excluding any supplier meeting requirements from bidding for Saipem’s orders; adopt appropriate and objective selection methods, based on established, transparent criteria;

secure the cooperation of suppliers and external collaborators in guaranteeing the continuous satisfaction of Saipem’s clients to an extent appropriate to their legitimate expectations, in terms of quality, costs and delivery times;

use as much as possible, in compliance with the laws in force and the criteria for legality of transactions with related parties, goods and services supplied by Saipem companies at arm’s length and market conditions;

state in contracts the Code acknowledgement and the obligation to comply with the principles contained therein;

comply with, and demand compliance with, the conditions contained in contracts;

maintain a frank and open dialogue with suppliers and external collaborators in line with good commercial practice; promptly inform their direct superiors, and the Guarantor, about any possible violations of the Code;

inform the relevant Saipem functions of any serious issue with a particular supplier or external collaborator, in order to evaluate possible consequences for Saipem.

The remuneration due shall be proportionate only to the services to be specified in the contract; payments cannot be made to any party other than the counterparty of the

38

contract or in a third Country different from the Country of the parties or the Country where the contract has to be performed12.

2.5.

Management, employees, and collaborators of Saipem

2.5.1. Development and protection of Human Resources

People are a key element in the life of a company. The dedication and professionalism of management and employees are fundamental values and conditions for achieving Saipem’s objectives.

Saipem is committed to developing the abilities and skills of management and employees, so that their energy and creativity can have full expression for the fulfilment of their potential, and to protecting working conditions as regards both mental and physical health of the workforce and their dignity. Undue pressure or discomfort is not allowed, while appropriate working conditions promoting development of personality and professionalism are fostered.

Saipem undertakes to offer, in full compliance with applicable legal and contractual provisions, equal opportunities to all its employees, making sure that each of them receives fair statutory and wage treatment exclusively based only on merit and expertise, without discrimination of any kind.

Competent functions shall:

•

•

•

adopt in any situation criteria of merit and ability (and anyhow strictly professional) in all decisions concerning human resources;

select, hire, discrimination of any kind;

train, compensate and manage human resources without

create a working environment where personal characteristics or beliefs do not give rise to discrimination, able to provide peaceful environment to all Saipem People.

Saipem wishes Saipem People, at every level, to cooperate in maintaining a climate of common respect for a person’s dignity, honour and reputation. Saipem shall act to prevent offensive, discriminatory or abusive interpersonal behaviour. Conduct outside the workplace that is particularly offensive to public opinion is also deemed relevant in this regard.

Conduct constituting physical or moral violence is always forbidden, with no exception.

12 For the purposes of the ban, countries are not considered third countries if a company/organisation, counterparty of Saipem, has established there its central treasury department and/or if it has established, fully or partly, offices or operating units that are functional and necessary for the execution of the contract, provided in each case that all further control measures set out in internal regulatory documents on selecting partners and making payments are implemented.

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2.5.2. Knowledge Management

Saipem promotes the culture and the initiatives aimed at disseminating knowledge within its structures, and at highlighting the values, principles, behaviours and contributions in terms of innovation of professional families in connection with the development of business activities and the company’s sustainable growth.

Saipem shall offer tools for interaction among the members of professional families, and working groups, as well as for coordination and access to know-how, and shall promote initiatives for the growth, dissemination and systematization of knowledge relating to the core competences of its organisational structures and aimed at defining a reference framework suitable for guaranteeing operating consistency.

All Saipem People shall actively contribute to the Knowledge Management processes for the activities within their area of competence, to optimize the system for sharing and disseminating knowledge among the individuals.

2.5.3. Company security

Saipem engages in the study, development and implementation of strategies, policies and operational plans aimed at preventing and overcoming any intentional or unintentional behaviour that may cause direct or indirect damage to Saipem People and/or to the tangible and intangible resources of the company. Preventive and defensive measures, aimed at minimizing the need for an active response – always in proportion to the attack – to threats to people and assets, are favoured.

All Saipem People shall actively contribute to maintaining an optimal company security standard, abstaining from unlawful or dangerous behaviour, and reporting any activity carried out by third parties to the detriment of Saipem’s assets or human resources to their direct superior or to the body they belong to, as well as to the relevant Saipem structure.

In any case requiring particular attention to be paid to personal safety, Saipem People shall strictly follow the indications in this regard supplied by Saipem, abstaining from behaviour that may endanger their own safety or the safety of others, promptly reporting to their direct superior any danger to their own safety, or the safety of third parties.

2.5.4. Harassment or mobbing in the workplace

Saipem supports initiatives aimed at implementing working methods to increase welfare in the organisation.

Saipem demands that there shall be no harassment or conducts that may be interpreted as mobbing in personal working relationships either inside or outside the company. Such behaviour includes:

40

•

•

•

the creation of an intimidating, hostile, isolating or in any case discriminatory environment for individual employees or groups of employees;

unjustified interference in the execution of work duties by others;

the placing of obstacles in the way of the work prospects of others merely for reasons of personal competitiveness on their own behalf or on behalf of other employees.

Any form of violence or harassment, either sexual harassment or harassment based on personal and cultural diversity, is forbidden. Such behaviour includes:

•

•

•

•

subordinating decisions affecting the recipient’s working life to the acceptance of sexual attentions, or personal and cultural diversity;

obtaining sexual attentions taking advantage of one’s position;

proposing private interpersonal relations despite the recipient’s explicit or reasonably clear distaste;

referring to disabilities and physical or psychic impairment, or to forms of cultural, religious or sexual diversity.

2.5.5. Abuse of alcohol or drugs and smoking ban

All Saipem People shall personally contribute to promoting and maintaining a climate of common respect in the workplace; particular attention is paid to respect of others’ feelings.

Saipem will therefore consider those who work under the effect of alcohol or drugs, or substances with similar effect, during the performance of their work activities and in the workplace, as being aware of the risk they cause. Chronic addiction to such substances, when it affects work performance, shall be considered similar to the afore-mentioned events in terms of contractual consequences; Saipem is committed to favouring social action in this field as provided for by employment contracts.

It is forbidden to:

•

•

hold, consume, offer or give for whatever reason, drugs or substances with similar effect, at work and in the workplace;

smoke in the workplace. Saipem supports voluntary initiatives addressed to smokers to help them quit smoking and, in identifying possible smoking areas, shall take into particular consideration the position of those suffering physical discomfort from exposure to smoke in the workplace shared with smokers and requesting to be protected from “second-hand smoke” in their place of work.

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3.

Instruments for implementation of the Code of Ethics

3.1.

Internal control system

Saipem shall promote and maintain an adequate internal control system, i.e. all the necessary or useful tools for addressing, managing and checking activities in the company, aimed at ensuring compliance with laws and regulatory documents, protecting the company assets, efficiently managing activities and providing precise and complete accounting and financial information.

The responsibility for implementing an effective internal control system is shared at every level of Saipem’s organisational structure; therefore, all Saipem People, according to their functions and responsibilities, shall define and actively participate in the correct functioning of the internal control system.

Saipem promotes the dissemination, at every level of its organisation, of policies and regulatory documents characterized by awareness of the existence of controls and by the adoption of an informed and voluntary control oriented mentality; consequently, Saipem’s management in the first place and all Saipem People in any case shall contribute to and participate in Saipem’s internal control system and, with a positive attitude, involve its collaborators in this respect.

Each employee shall be held responsible for the tangible and intangible company assets relevant to his/her job; no employee can make, or let others make, improper use of the assets allocated and the resources of Saipem.

Any practices and behaviours linked to the perpetration or the participation in the perpetration of frauds are forbidden without any exception.

Control and supervisory bodies, the Internal Audit function and the auditing firms appointed shall have full access to all data, documents and information needed to perform their activities.

3.1.1. Conflicts of interest

Saipem acknowledges and respects the right of Saipem People to take part in investment, business and other activities other than the activities performed in the interest of Saipem, provided that such activities are permitted by law and compatible with their obligations towards Saipem. Saipem adopts regulatory documents to ensure the transparency and substantive and procedural accuracy of transactions in which a director or a statutory auditor has an interest and transactions with related parties.

Saipem’s management and employees shall avoid and report any conflict of interests between personal and family economic activities and their tasks within the company. In particular, all managers and employees shall report any specific situations and activities in which they, or, to their knowledge, their spouse, relatives and relatives in law within the 4th degree of kinship or co-habitants have an economic and financial interests

42

(owner or shareholder) in the context of suppliers, clients, competitors, third parties, or corresponding controlling companies or subsidiaries, and notify whether they perform company administration or control or management functions therein.

Conflicts of interest also result from the following situations:

•

•

use of one’s position in the company, or of information, or of business opportunities acquired during one’s work, to one’s undue benefit or to the undue benefit of third parties;

the performing of any type of work for suppliers, sub-suppliers and competitors by employees and/or their relatives.

In any case, Saipem’s management and employees shall avoid any situation and activity where a conflict with the Company’s interests may arise, or which can interfere with their ability to make impartial decisions in the best interest of Saipem and in full accordance with the principles and contents of the Code, or in general with their ability to fully comply with their functions and responsibilities.

Any situation that may constitute or give rise to a conflict of interest shall be immediately reported in writing to one’s direct superior or to the body they belong to. Employees shall also, and in any case, inform in writing the competent Human Resources, Organisation and Services function and the Guarantor.

The party involved shall promptly cease to take part in the operational/decision-making process.

The direct superior or the body, after hearing the opinion of the competent Human Resources, Organisation and Services function:

ascertains the existence of the conflict and identifies the operational solutions that may ensure, in the specific case, transparency and fairness of behaviours in the performance of activities;

sends to those involved the necessary directions in writing, and copies thereof to the relevant Human Resources, Organisation and Services function and to the Guarantor;

files the documentation received and forwarded.

3.1.2. Transparency of accounting records

Accounting transparency is based on the use of true, accurate and complete information as the basis for the corresponding book entries. All members of company bodies, manager or employee shall work, within their own field of competence, to ensure the operational events are properly and timely recorded in the accounting books.

It is forbidden to behave in a way that may adversely affect the transparency and traceability of the information within financial statements.

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For each transaction, the proper supporting evidence shall be stored to allow:

•

•

•

easy and timely accounting entries;

identification of different levels of responsibility, as well as of task distribution and segregation;

accurate representation of the transaction also to avoid the probability of material or interpretative errors.

Each record shall reflect exactly what is shown by the supporting evidence. All Saipem People shall ensure that the documentation can be easily traced and filed according to logical criteria.

Saipem People who become aware of any omissions, forgery, negligence in accounting or in the documents on which accounting is based, shall bring the facts to the attention of their direct superior, or to the body they belong to, and to the Guarantor.

3.2.

Health, safety, environment and public safety protection

Saipem’s activities shall be carried out in compliance with applicable worker health and safety, environmental and public safety protection agreements, international standards and laws, regulations, administrative practices and national policies of the Countries where it operates.

Saipem actively contributes as appropriate to the promotion of scientific and technological development aimed at protecting the environment and natural resources. The operative management of such activities shall be carried out according to advanced criteria for the protection of the environment and energy efficiency, with the aim of creating better working conditions and protecting the health and safety of employees as well as the environment.

Within their areas of responsibility, Saipem People shall actively participate in the process of risk prevention, environmental protection, public safety and health protection for themselves and for their colleagues and third parties.

3.3.

Research, innovation and intellectual property protection

Saipem promotes research and innovation activities by management and employees, within their functions and responsibilities. The intellectual assets generated by such activities are an important and fundamental heritage of Saipem.

Research and innovation focus in particular on the promotion of goods, instruments, processes and behaviours supporting energy efficiency, reduction of environmental impact, attention to health and safety of employees, clients and local communities where Saipem operates, and in general sustainability of business activities.

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Within their functions and responsibilities, Saipem People shall actively contribute to managing intellectual property in order to allow for its development, protection and enhancement.

3.4.

Confidentiality

3.4.1. Protection of business secrets

require

the acquisition, storage, processing, Saipem’s activities constantly communication and dissemination of information, documents and other data regarding negotiations, administrative proceedings, transactions, and know-how (contracts, deeds, reports, notes, studies, drawings, pictures, software, etc.) that may not be disclosed to outside the company pursuant to contractual agreements, or whose inopportune or untimely disclosure may be detrimental to the interest of the company.

financial

Without prejudice to the transparency of the activities carried out and to the information obligations imposed by the provisions in force, Saipem People shall ensure the confidentiality required by the circumstances for each piece of information they have acquired because of their tasks.

All information, knowledge and data acquired or processed during working activities or because of tasks at Saipem belong to Saipem, and may not be used, shared or disclosed without specific authorization of the direct superior in compliance with the specific regulatory documents.

3.4.2. Protection of privacy

Saipem is committed to protecting the information on Saipem People and third parties, generated or obtained inside Saipem or in the conduct of Saipem’s business, and to avoiding improper use of such information.

Saipem guarantees that the processing of personal data within its structures respects fundamental rights and freedoms, as well as the dignity of the parties concerned, as provided for by the legal provisions in force.

Personal data shall be processed in a lawful and fair way and, in any case, the data collected and stored is only what is necessary for certain, explicit and lawful purposes. Data shall be stored for a period of time no longer than necessary for the purposes of collection.

Saipem shall also adopt suitable preventive safety measures for all databases that store and keep personal data, to avoid any risks of destruction and losses or unauthorized access or processing without consent.

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Saipem’s People shall:

•

•

•

•

obtain and process only data that are necessary and suited to the aims of their work and responsibilities;

obtain and process such data only within specified regulatory documents, and store said data in a way that prevents unauthorized parties from having access to it;

represent and order data in a way to ensure that any party with access authorization may easily get an outline thereof which is as accurate, exhaustive and truthful as possible;

disclose such data pursuant to specific regulatory documents or subject to the express authorization by their direct superior and, in any case, only after having checked that such data may be disclosed, also making reference to absolute or relative constraints concerning third parties bound to Saipem by a relation of whatever nature and, if applicable, after having obtained their consent.

3.4.3. Membership in associations, participation in initiatives, events or external

meetings

Membership in associations, participation in initiatives, events or external meetings is supported by Saipem if compatible with the working or professional activity provided. Membership and participation considered as such are:

•

•

•

membership in associations, participation in conferences, workshops, seminars, courses;

drawing up of articles, papers and publications in general;

participation in public events in general.

In this regard, Saipem’s management and employees in charge of explaining, or disclosing data or information on Saipem’s objectives, aims, performance and opinions, shall not only comply with the regulatory documents on market abuse, but also obtain the necessary authorization from their direct superior for the lines of action to be followed and the texts and reports drawn up, as well as to agree on contents with the competent Saipem structure.

Scope of application and reference structures for Code of Ethics

The principles and contents of the Code apply to Saipem People and activities.

The representatives indicated by Saipem in the company bodies of partially owned companies, in consortia and in joint ventures promote the principles and contents of the Code within their own respective fields of competence.

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Directors and managers shall be the first to implement the principles and contents of the Code, assuming responsibility for them both inside and outside the company and enhancing trust, cohesion and team spirit. They shall also provide, with their behaviour, an example for their subordinates, to induce them to comply with the Code and make questions and suggestions on specific provisions.

To achieve full compliance with the Code, anyone of Saipem People may apply, even directly, to the Guarantor.

4.1.

Obligation to know the Code and to report any violation thereof

The Code is made available to all employees on the company Intranet and on the Document Management System and to all users - not just Saipem’s employees - on the Company’s website.

All Saipem People are expected to know the principles and contents of the Code as well functions and as responsibilities.

regulatory documents governing

their own

reference

the

All Saipem People shall:

•

•

•

•

•

•

refrain from any conduct contrary to such principles, contents and regulatory documents;

carefully select, as long as within their field of competence, their collaborators and ensure they fully comply with the Code;

require any third parties in a business relationship with Saipem to confirm that they are aware of the Code;

immediately report to their direct superior or to the body they belong to, and to the Guarantor, any observations of theirs or information supplied by Stakeholders concerning potential violations or requests of violations of the Code; reports of potential violations shall be forwarded according to the procedures specified in the specific regulatory documents by the Audit and Risk Committee, the Board of Statutory Auditors and the Compliance Committee of Saipem S.p.A.;

cooperate with the Guarantor and with the functions entrusted by the applicable regulatory documents to establish potential violations;

adopt prompt corrective measures whenever necessary and, in any case, prevent any type of retaliation.

Saipem People are not allowed to conduct personal investigations, nor to exchange information, except to their direct superiors, or to their structure, and to the Guarantor. If, after notifying a supposed violation, any of Saipem People feels that he or she has been subject to retaliation, then he or she may directly apply to the Guarantor.

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4.2.

Reference structures and supervision

Saipem is committed to ensuring, also by appointing the Guarantor:

•

•

the widest dissemination of the principles and contents of the Code among Saipem People and the other Stakeholders, providing all possible tools to understand and clarify the interpretation and implementation of the Code, as well as to update the Code as required to meet the evolving civil sensitivities and relevant laws;

the assessment concerning any notice of violation of the principles and contents of the Code or the reference regulatory documents; an objective evaluation of the facts and, if necessary, the adoption of appropriate disciplinary measures; that no one may suffer any retaliation whatsoever for having provided information on potential violations of the Code or of relevant regulatory documents.

4.2.1. Guarantor of the Code of Ethics

The Code of Ethics is, among other things, a general, mandatory principle of the organisation, management and control Model adopted by Saipem S.p.A. according to the Italian provision on the administrative liability of legal entities deriving from offences contained in Legislative Decree No. 231, June 8, 2001.

Saipem S.p.A. assigns the functions of Guarantor to the Compliance Committee established pursuant to said Model. Each direct or indirect subsidiary, in Italy and abroad, entrusts the function of Guarantor to its own compliance committee or other equivalent body by formal deed of the competent company body.

The Guarantor is entrusted with the task of:

•

•

•

•

promoting the implementation of the Code and the issue of reference regulatory documents; reporting and proposing to the Chief Executive Officer - CEO of the company initiatives useful for a greater dissemination and knowledge of the Code, also in order to prevent any recurrences of ascertained violations;

promoting specific communication and management and employees;

training programs

for Saipem’s

investigating reports of potential violation of the Code by initiating appropriate investigations; taking action, also at the request of Saipem People if it is reported that violations of the Code have not been properly dealt with or that there have been retaliations against the person who reports the violation;

notifying the relevant structures of the results of investigations for the adoption of possible penalties; informing the competent of the results of investigations for the adoption of the necessary measures.

Moreover, the Guarantor of Saipem S.p.A. submits to the Audit and Risk Committee and to the Board of Statutory Auditors of Saipem S.p.A. as well as to the Chairman and to

48

the Chief Executive Officer - CEO of Saipem S.p.A., which inform the Board of Directors of Saipem S.p.A., a half-yearly report on the implementation and possible need for updating the Code.

For the performance of its tasks, the Guarantor of Saipem S.p.A. avails itself of the “Technical Secretariat of the Compliance Committee 231 of Saipem S.p.A.”, constituted to its hierarchical dependency. The Technical Secretariat is also responsible for starting and maintaining an adequate reporting and communication flow to and from the Guarantors of the subsidiaries.

In order to facilitate the reporting flow, Saipem has set up specific channels of communication indicated in the Procedure “Reports, also anonymous, received by Saipem S.p.A. and its Subsidiaries in Italy and abroad” published on Saipem’s Intranet and Internet websites and accessible to all Saipem People and to all users of the website.

Saipem S.p.A. has also set up its own “dedicated channels” to encourage the notification flow of reports:

organismodivigilanza@saipem.com

ComplianceCommitteeSaipemSPA@saipem.com.

4.2.2. Code Promotion Team

In order to promote the knowledge and facilitate the implementation of the Code, a Code Promotion Team reporting to the Guarantor of Saipem S.p.A. has been established. The Team makes available within Saipem all possible instruments for understanding and clarifying the interpretation and the implementation of the Code.

The members of the Team are appointed by the Chief Executive Officer - CEO of Saipem S.p.A. upon proposal of the Guarantor of Saipem S.p.A.

4.3.

Code review

The review of the Code is approved by the Board of Directors of Saipem S.p.A., upon proposal of the Chief Executive Officer - CEO in agreement with the Chairman, after hearing the opinion of the Compliance Committee, Audit and Risk Committee and the Board of Statutory Auditors of Saipem S.p.A.

The proposal is made taking into consideration the Stakeholders’ evaluation with reference to the principles and contents of the Code, promoting their active contribution and the notification of any deficiency.

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4.4.

Contractual value of the Code

Respect of the Code’s rules is an essential part of the contractual obligations of all Saipem People pursuant to and in accordance with applicable law.

Any violation of the Code’s principles and content may be considered a violation of the primary obligations included in the work contract or disciplinary misconduct, with the consequences specified by the law with regard to the continuation of the employment relationship, and may cause the payment of damages for any loss resulting from the violation.

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Project: Q-32855 - Saipem Hail & Ghasha Folder: ITB Attachments