The Ansaldo STS shares have been trading since 29 March 2006 on the STAR segment of the markets organised and managed by Borsa Italiana SpA.

On 19 December 2006 the Ansaldo STS SpA Board of Directors adhered to the Corporate Governance Code adopted by Borsa Italiana SpA in March 2006 (C.A.). During 2007 the Company has completed the adjustments to the requirements of the Corporate Governance Code, based on the conviction that these recommendations contribute significantly to the realization of the key points of the Company’s corporate governance policy. Specifi cally, the corporate governance system implemented has as its primary goal the creation of shareholder value, in recognition of the importance of transparency in the company decision-making process, and the need for an effi cient internal control system.

The members of the Board of Directors of Ansaldo STS, appointed by the Shareholders’ meeting of Ansaldo STS of 1 April 2008 are: Alessandro Pansa (Chairman), Sante Roberti, Sergio De Luca, Maurizio Cereda, Gerlando Genuardi, Gregorio Gitti, Francesco Lalli, Eugenio Pinto and Attilio Salvetti. The Board will be in offi ce for three years, therefore until the date of the Ordinary Shareholders’ meeting for the approval of the Financial Statements for the year 2010. The members of the Board of Statutory Auditors, also appointed during the Shareholders’ meeting of 1 April 2008, are Giacinto Sarubbi (Chairman), Massimo Scotton and Francesca Tripodi; Bruno Borgia and Pietro Cerasoli were appointed as alternate auditors.

The new Board of Directors met on 1 April 2008 as well, and confi rmed Sante Roberti as Deputy Chairman, Sergio De Luca as CEO and Mario Orlando, General Counsel of the Company, as Secretary of the Board. The Board also appointed the members of the Internal Control
Committee (Gregorio Gitti - Chairman, Maurizio Cereda, Eugenio Pinto and Attilio Salvetti), of the Remuneration Committee (Maurizio Cereda - Chairman, Gerlando Genuardi and Francesco Lalli), and also appointed the Manager in charge of the preparation of the corporate accounting
documents as Jean Paul Giani, Chief Financial Offi cer of the Company. Later, starting from 1 August 2009 the offi ce of Chief Financial Officer and Manager in charge of the preparation of the corporate accounting documents was taken by Alberto Milvio, who replaces Jean Paul Giani after he took another signifi cant offi ce in the Finmeccanica Group.
Members Maurizio Cereda, Gerlando Genuardi, Gregorio Gitti, Eugenio Pinto and Attilio Salvetti certifi ed that they meet the independence requirements of applicable laws and the Corporate Governance Code. The existence of these requirements for the Directors has been ascertained periodically, as prescribed by the Corporate Governance Code; the latest ascertainment, made in the first half of 2010, confirmed the existence of the independence requirements for all the independent directors.
Accordingly, the Board of Directors of the Company presently includes fi ve independent directors out of nine.
During the meeting of 27 January 2010, the Board of Directors reviewed the regular survey carried out with the Company’s Directors, in order to report offi ces as Director or Statutory Auditor held in other listed fi nancial, banking, insurance or relevant-size companies, acknowledging
the offi ces disclosed by each member of the Board and the fact that no Director has disclosed to carry out activities in competition with the issuer. During the fi rst half of 2010 the Board, pursuant to the provisions of the Corporate Governance Code, also completed the regular
evaluation on the size, members and functioning of the Board itself and its committees, checking that they are compliant with the principles and application criteria of the Corporate Governance Code of Borsa Italiana and with Italian and international best practices.

Moreover, in the course of the fi rst half 2010, the Company made available to the public the first Sustainability Report of the Ansaldo STS Group that marks the beginning of the corporate environmental reporting.

Following is a list of the Company’s main corporate governance instruments:

  • By-laws
  • Ethics Code
  • Organisation, Management and Control Model pursuant to Legislative Decree no. 231/01
  • Regulation of the Board of Directors
  • Regulation of the Internal Audit Committee
  • Regulation of the Remuneration Committee
  • Guidelines and Principles for identifying signifi cant transactions with Related Parties – Principles of conduct
  • Regulation for managing privileged information and setting up a register of persons who have access to that information
  • Internal Dealing Code
  • Regulations for shareholders’ meetings

For more details on corporate governance, see the “Report on Corporate Governance”, which also contains the information required by Art. 123 bis of TUF, available on the Company’s web site

Rome, 27 July 2010


For the Board of Directors
The Chairman

Alessandro Pansa

Alessandro Pansa