FACTS & FIGURES - Tecnimont ICB

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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. 76 77
Executive in Charge of Preparing the Company’s Financial Accounts Pursuant to article 154-bis of the Italian Consolidated Finance Act (TUF) and in compliance with the appointment procedures contemplated in Article 23 of the Articles of Association, on 10 July 2007, the Board of Directors appointed the Administration, Finance and Control Director Massimo Sebastiani as manager in charge of the Company’s financial reports. CORPORATE DEVELOPMENT A. BRUNETTI INVESTOR RELATIONS L.Y. KAY ADMINISTRATION, FINANCE AND CONTROL M. SEBASTIANI HUMAN RESOURCES, ORGANIZATION AND ICT F. GHIRINGHELLI CHAIRMAN AND CEO F. DI AMATO MANAGING DIRECTOR TECNIMONT E. CAETANI PROCUREMENT M.RUZZA GENERAL COUNSEL A. BERTOLINI INTERNAL AUDIT U. MINO STRATEGIC MARKETING AND SPECIAL INITIATIVES G. BARDAZZI Profiles of the Top Managers FABRIZIO DI AMATO, Chairman & CEO GIANNI BARDAZZI, Senior Vice President, Strategic Marketing and Special Initiatives MASSIMO SEBASTIANI, Senior Vice President, Administration, Finance and Control For their profiles see page 73. ALESSANDRO BERTOLINI General Counsel Born in 1962, he graduated cum laude from Bologna University Law School in 1987. In 1993 he earned a Master of Laws at the Paul M. Hebert Law School of Louisiana State University, Baton Rouge (USA). A member of the Louisiana State Bar Association, he was a practicing attorney in the USA, working as an associate in the Harris Law Firm in New Orleans. In 1995 he moved back to Italy and, since then, has served as General Counsel for Fata Group SpA and for Piaggio & C. SpA. He has been in his present position since December 2008. ANDREA BRUNETTI Senior Vice President, Corporate Development Born in 1959, he graduated in Mechanical Engineering in 1985 and joined Snamprogetti SpA to manage projects in Italy, Iran and China. In 1995, he joined Tecnimont SpA to set up Tecnimont ICB in India, where he was Joint Managing Director until 2002. Returning to Italy, he was Executive Vice President of Operations & Engineering at Tecnimont until early 2007 and then Managing Director of Maire Engineering in Turin until September 2008, when he was entrusted with his present responsibilities. ENZO CAETANI Tecnimont Managing Director Born 1952. He graduated in Chemical Engineering in 1975 and obtained a Master’s degree in Advanced Technology the following year. He joined Snamprogetti in 1977 as a process engineer and held different positions before being appointed CEO of E&M Services in 2001 and Operations Director of Snamprogetti in 2002. He joined the Maire Tecnimont Group in July 2006, taking up his current position. FRANCO GHIRINGHELLI Senior Vice President, Human Resources, Organization and ICT Born 1966. He graduated in Business Administration in 1991, and joined Human Resources management at the Saipem group, where he reached the position of Development and Organization Manager. In 2002 he moved to Paris to take charge of the acquisition of Bouygues Offshore. At the end of 2003 he left Saipem to become Senior Vice President of Human Resources, Organization and ICT at Impregilo. He joined the Maire Tecnimont Group in November 2005, taking up his current position. LAWRENCE Y. KAY Head of Investor Relations Born in 1956, he graduated from Brown University, USA, in 1978, majoring in Economics and Russian Studies. In 1991 he earned a Masters in Bologna and Washington, DC, at the School of Advanced International Relations of Johns Hopkins University. He started his career at the Federal Reserve Bank of New York, later working for Standard & Poor’s and Merrill Lynch. In 1991 he moved to Italy and, since then, has served as Head of Investor Relations for IMI SpA, Sanpaolo IMI SpA, Telecom Italia SpA and Capitalia SpA. He has been in his present position since September 2007. UMBERTO MINO Internal Audit Head of Department Born in 1946, he graduated in Chemical Engineering in 1969 and in Business Administration in 1975. From 1981 to 1996 he held different positions in the Administration, Finance and Control area of Ausimont SpA and Montedison SpA. He joined the Maire Tecnimont Group in 1997. He has been in his present position since 2003. MARIO RUZZA Senior Vice President, Procurement Born 1954. He graduated in Civil Engineering in 1981. He started his career at Impresit as a structural engineer and subsequently took charge, as Chief Resident Engineer and Project Manager, of various large worldwide projects. In 1994 he joined Fiat Engineering. From March 2000 to September 2004 he was Procurement Director of Maire Engineering and subsequently Technical Director. In 2005 he was appointed Senior Vice President of Internal Auditing at Maire Tecnimont Group. He has been in his present position since 12 January 2007. 78 79
Page 1 and 2: FACTS & FIGURES 2008
Page 3 and 4: Revenues by sector Revenues by geog
Page 5 and 6: 1 CHAIRMAN’S STATEMENT Dear Share
Page 7 and 8: 2 MISSION AND VALUES 6 7 Mission To
Page 9 and 10: The challenges posed by the interna
Page 11 and 12: 4 14 10 January MT signs a contract
Page 13 and 14: 17 September Construction begins on
Page 15 and 16: Table A Maire Tecnimont Safety 2008
Page 17 and 18: Quality Policy and Quality Manageme
Page 19 and 20: client representatives, financing p
Page 21 and 22: poor infrastructure. That is why la
Page 23 and 24: Main Licensors - Polymers, Chemical
Page 25 and 26: Middle East and Mediterranean Area:
Page 27 and 28: Münchsmünster, Germany The contra
Page 29 and 30: Gas gathering & treatment Natural G
Page 31 and 32: 9 POWER The general economic slowdo
Page 33 and 34: Energy for Albania Albania is a cou
Page 35 and 36: SERVING URBAN DEVELOPMENT IN LARGE
Page 37 and 38: Connecting Southern Italy Historica
Page 39 and 40: 11 CORPORATE GOVERNANCE Company Pro
Page 41: SAVERIO SIGNORI Born 1961. A gradua
Page 45 and 46: “In the Open” Project The Maire
Page 47 and 48: Balance Sheet Euro '000 2005 2006 2
Page 49 and 50: Viale L. Ariosto, 24/b 50124 Firenz
Page 51: www.mairetecnimont.it

FACTS & FIGURES - Tecnimont ICB

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