FACTS & FIGURES - Tecnimont ICB

The Chairman and Chief Executive Officer
The Chairman of the Board of Directors also serves as the Chief
Executive Officer. He is therefore the main person responsible for
managing the Company. The appointment of the same person to
act as Board Chairman and CEO is, in the Board’s opinion, justified
by the organizational structure of the Company and the Group to
which it belongs, and by the particular nature of the Company’s
business, which consists primarily of the management of operating
subsidiaries and the management and coordination of Group
companies. The Chairman, Fabrizio Di Amato, also controls the
majority of the shares in the Company through Maire Gestioni SpA.
On 10 September 2007, the Board of Directors invested the CEO
with full powers of Company management, to be exercised under
his sole signature, both in Italy and overseas, except for and
excluding those powers and responsibilities which have been
specifically reserved for the whole Board of Directors. At the same
time it required the CEO to report to the Board of Directors on the
activities undertaken in performance of his delegated powers on at
least a quarterly basis.
Remuneration Committee
The Remuneration Committee is made up solely of non-executive Directors, most of whom are also
independent: Adolfo Guzzini, Giuseppe Colaiacovo and Stefano Fiorini, the last serving as Committee
Chairman. The Remuneration Committee is tasked with (i) making recommendations to the Board of
Directors on the remuneration, including stock options, of the Chief Executive Officer and other
Directors entrusted with specific tasks, and (ii) periodically assessing the criteria adopted for the
compensation of executives with strategic responsibilities, monitoring the application of these criteria
and forwarding general recommendations in such regard to the Board of Directors.
Internal Control Committee
The Internal Control Committee is made up solely of non-executive Directors, most of whom are
also independent: Adolfo Guzzini, Giuseppe Colaiacovo and Stefano Fiorini, the last serving as
Committee Chairman. The Internal Control Committee is tasked with providing the Board with
advice and recommendations in respect of (i) defining the guidelines of the internal audit system
and checking its appropriateness and functioning; (ii) evaluating the work schedule prepared by
Internal Auditing and examining the periodic reports submitted by this function; (iii) assessing,
together with the Company’s administrative managers and auditors, the appropriateness of the
accounting principles used and their uniform application for the purposes of drawing up the
consolidated financial statements; (iv) assessing proposals submitted by auditing firms competing
for appointment as independent auditors, as well as assessing the auditing work schedule and
results indicated in the report and suggestion letter.
Organizational Model Pursuant to Legislative
Decree 231/2001
On 28 June 2007, the Company approved and adopted the
Organizational and Management Model drawn up pursuant to and
for the intents and purposes of Legislative Decree No. 231/2001, of
which the Code of Ethics is to be deemed to form an integral and
significant part.
The Model is made up of a first general part, aimed at illustrating
the function and principles of the Model itself, as well as the
contents of Legislative Decree No. 231/2001 and the main
reference regulations, and a second specific part, setting forth
the procedure of the adoption of the Model by the Company, and
identifying activities at risk, operating procedures pertaining to
the risk profiles identified in each operating unit, the structure
and functioning of the Supervisory Body together with the
information flows towards the said Supervisory Body, training and
information activities, the disciplinary system and the procedures
for updating the Model.
The Supervisory Body in charge of overseeing the functioning of
and compliance with the said Model and updating the same is
made up of Umberto Tracanella (Chairman), Roberto Santucci and
Giovanni Scagnelli.
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