Saipem Anti-Corruption Compliance Guideline
and relevant procedures
P. Galizzi – GCLC Meeting, 18th November 2011
Agenda
Introduction
Anti-Corruption Compliance Guideline
Regulations on Intermediary & JV Agreements
Ancillary procedures
Monitoring of Legal Events
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Agenda
Introduction
Anti-Corruption Compliance Guideline
Regulations on Intermediary & JV Agreements
Ancillary procedures
Monitoring of Legal Events
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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The Risks: Penalties / Other Adverse Consequences
Record-breaking penalties
 Siemens AG ($1.6 billion)
 KBR/Halliburton ($579 million)
 Snamprogetti Netherlands B.V ($
398 million)
 Technip ($338 million)
 JGC Corp. ($218.8 million)
 Baker Hughes ($44 million)
 Willbros Group ($32.3 million)
 Chevron ($30 million)
 Titan ($28.5 million)
 Vetco International Ltd.
($26 million)
 Statoil ASA ($21 million)
 Fiat S.p.A. ($17.8 million)
Other Adverse Consequences
 Bar from doing business
 Appointment of an
Independent Compliance
Monitor
 Appointment of a Judicial
Commissioner
 Suspension or bar from selling
securities in the U.S.
 Appointment of a (judicial)
compliance consultant
 Loss of goodwill, credibility,
reputation
 Negative impact on stock price
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Introduction – The Anti-Corruption Laws applicable to Saipem
Saipem adhere to the principles of:
• the OECD Convention on Combating
Bribery of Foreign Officials in International
Business Transactions (ratified in Italy by Law No.
300 of September 2000) which applies to 38
Countries.
• the United Nations Convention Against
Corruption (ratified in Italy by Law No. 116 of
August 3, 2009) which applies to 140 Countries.
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Introduction – The Anti-Corruption Laws applicable to Saipem
•
Saipem S.p.A., as an Italian company is subject to:
Italian Decree No. 231 of June 2001 (which
disciplines the liability of entities and companies
for the crimes committed by their officers,
employees and agents);
•
Saipem Subsidiaries are subject to:
the Laws of the Countries in which they
operate or are incorporated.
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Introduction –The Anti-Corruption Laws applicable to Saipem
Example:
Saipem or one of its subsidiary operates or is incorporated in United Kingdom.
It will be applicable The UK Bribery Act 2010
 Received Royal Assent on April 8, 2010 (into force July the 1st, 2011)
 Is a new comprehensive anti-bribery code (repeals and replaces
previous UK laws on bribery).
 Applies to UK citizens, UK companies and non-UK companies doing
business in the UK.
 Fines to companies convicted of failing to prevent bribery are unlimited.
Provides 4 offences:
1.Paying bribes,
2.Receiving bribes,
3.Bribing foreign officials, and
4.Failure of commercial organizations to prevent bribery
(most significant departure from old laws: places onus on
companies to prove their anti-corruption procedures are
robust).
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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The Anti-Corruption Laws applicable to Saipem – U.S.A. Example
 The United States is a signatory to and has ratified the OECD Anti- Bribery Convention, the OAS
Convention and the United Nations International Convention against Corruption, all with
reservations or declarations. The most significant reservations involve declining to specifically
provide the private right of action envisioned by the United Nations International Convention
against Corruption and not applying the illicit enrichment provisions of the OAS Convention. The
United States is also a signatory to the Council of Europe Criminal Law Convention (Criminal
Convention) but has not ratified it.
 Prohibited acts include promises to pay, even if no payment is ultimately made. The prohibitions
apply to improper payments made indirectly by third parties or intermediaries, even without
explicit direction by the principal.
 Jurisdiction exists over US persons and companies acting anywhere in the world, companies listed
on US stock exchanges (issuers) and non-US persons and companies whose actions take place in
whole or in part within the territory of the United States
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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The Anti-Corruption Laws applicable to Saipem
 Other examples:
 Saipem or one of its subsidiary operates or is incorporated in India.
 It will be applicable “The Prevention Of Corruption Act – 1988”
 Saipem or one of its subsidiary operates or is incorporated in Nigeria.
 “The Corrupt Practices and other Related Offences Act No. 5/2000”
 Saipem or one of its subsidiary operates or is incorporated in Brazil.
 Law 8429/92 (the “Administrative Misconduct Act”).
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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The New Anti-Corruption Policy
• In order to maximise Saipem compliance with its Code of Ethics, on 10° February 2010
Saipem S.p.A. issued:
•
the Anti-Corruption Compliance Guidelines (STD-COR-LEGA-006-E); and
•
the first two Anti-Corruption Ancillary Procedures governing, respectively:
• Intermediary Agreements (STD-COR-LEGA-001-E), and
• Joint-Venture Agreements (STD-COR-LEGA-007-E).
• Saipem Code of Ethics long-established principle: any form of corruption is rejected. Bribes,
illegitimate favours, collusion, requests for personal benefits, either directly or through third
parties, are prohibited without exception.
• Rationale of the new Anti-Corruption Policy:
•
the Guidelines set out the general principles of the new Policy; and
•
the Ancillary Procedures create a framework for the long-established ethical and anticorruption rules implemented by Saipem over time to prevent corruption by Saipem
Personnel and Business Partners in specific “risk areas”.
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Agenda
Introduction
Anti-Corruption Compliance Guideline
Regulations on Intermediary & JV Agreements
Ancillary procedures
Monitoring of Legal Events
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Principles
SAIPEM Values
Transparency
Honesty
Business Ethics
Compliance with laws
International Best Practices
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Scope
 The Anti-Corruption Guideline
 provides a framework of SAIPEM’s anti-corruption system
 optimizes SAIPEM’s compliance with the Code of Ethics and with
anti-corruption laws
 sets out the general provisions to be followed in all SAIPEM’s
dealings with, or related to, or involving a Public Official
 identifies additional anti-corruption compliance measures
(implementing Regulations)
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Anti-corruption laws
 Anti-corruption laws
 prohibit both direct and indirect payments, as well as offers or
promises to pay or give anything of value, or other advantages
to a public official for a corrupt purpose
 require companies to make and keep books, records and
accounts which, in reasonable detail, accurately and fairly
reflect its transactions, expenses (even if not “material” in an
accounting sense) and the disposition of its assets
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Liability under anti-corruption laws
 Individuals: fines + imprisonment
 Corporations: fines + blacklisting + claims for
damages + damages to the reputation
 SAIPEM and/or its personnel can be held
responsible for
 a corrupt offer or payment that …
 …anyone acting on behalf of the company makes in
connection with Saipem’s business …
 …and which Saipem and/or its personnel knew or
reasonably should have known was improper
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Public Officials
 Public Officials: means
 anyone who performs public functions in a legislative, judicial or
administrative capacity;
 anyone acting in an official capacity for or on behalf of
 a national, regional or local government,
 an agency, department or instrumentality of the Europen Union or of
an Italian or a non-Italian national, regional or local government
 an Italian or a non-Italian government-owned or governmentcontrolled or government-participated company,
 a public international organization such as the European Bank for
Reconstruction and Development, the International Bank for
Reconstruction and Development, the International Monetary Fund,
the World Bank, the United Nations or the World Trade Organization,
or
 an Italian or a non-Italian political party, member of a political party
official or candidate for political office.
 anyone in charge of providing a public service (the performance
of basic ordinary tasks and exclusively manual work is
excluded)
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Statement of Policy (1)
 Saipem Personnel must not,
directly or indirectly,
 offer, promise, give, pay, accept any
Public Official’s request for ….
 …anything of value to or for a Public
Official or his/her family members or
designees, for any of the following
purposes:
 influencing any official act (or failure to
act) by a Public Official, or any decision in
violation of his lawful duty, or
 inducing a Public Official to use his
influence to affect any governmental act
or decision, or
 securing any improper advantage in
connection with business or in any case,
in violation of the applicable laws
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Statement of Policy (2)
 The prohibition includes:
 cash payments
 in-kind contributions, such as sponsorships
 assistance to or support of Public Official’s
family members, and any other benefits
or advantages
 gifts, entertainment, meals, travel, personal discounts or
credits
 business, employment or investment opportunities
 insider information that could be used to trade in regulated
securities or commodities
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Statement of Policy (3)
Responsibility

Saipem Personnel is responsible for his own compliance
Managers are responsible for:
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supervising compliance by employees reporting to them and
taking steps to prevent, detect and report potential violations
No tolerance



No questionable practice can be justified because it is
"customary"
No performance goals should be imposed or accepted if
they can be achieved only by compromising our ethical
standards
Demotion


No Saipem Personnel will be subjected to demotion, or
penalty for refusing to make a prohibited payment, even if
such refusal results in a loss of business
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Exclusions

Reasonable and bona fide expenditures for Public Officials are permitted

They are expenses (e.g. transportation and lodging) directly related to:
the promotion, demonstration, or explanation of products or
services; or
the execution or performance of a contract with a government or
governmental agency


Any reasonable and bona fide expenditure must:







not be a cash payment;
be provided in connection with a bona fide and legitimate business purpose;
not be motivated by a desire to exert improper influence, or the expectation of
reciprocity;
be reasonable under the circumstances, tasteful and commensurate with
generally accepted standards for professional courtesy; and
comply with the local laws and regulations that apply to the Public Official
They must be approved pursuant to Saipem’s policy on Gifts, Travel,
Hospitality and Entertainment
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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The Anti-Corruption Legal Support Unit
 The Anti-Corruption Legal Support Unit is part of the Legal
Affairs Department and has the following tasks:
 over sighting the compliance with anti-corruption laws;
 monitoring observance
 periodically reviewing the guideline;
 supervising the training of Saipem personnel;
 receiving any reports of breaches, whether suspected or proven
 in the case of a breach, revising where appropriate the
Guideline and suggest to the HR Function the best way to
proceed;
 exchanging information with the Compliance Committee;
 providing information and support on the best way to proceed in
unclear situations
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Support
 Any questions with respect to:
 the content of anti-corruption laws and the Code of Ethics
 the financial information and internal controls provisions of the
anti-corruption laws
 any of the matters discussed in this Guideline or their
application to specific situations
must be directed to the Anti-Corruption Legal Support Unit
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Reporting
 Requests by a Public Official
 must immediately be reported to the direct supervisor and to the compliance
Committee
 Violations of the anti-corruption laws or of the Guideline
 must immediately be reported (even if suspected) to one or more of the
following:
 the employee’s direct supervisor or the Business Partner’s primary contact at Saipem;
 the Compliance Committee and/or the Anti-Corruption Legal Support Unit;
 through the channels indicated in Saipem Whistleblowing Policy
 The direct supervisor, the Anti-Corruption Legal Support Unit and the HR
department will consult to identify the proper course of action
 Consequences of the reporting: Saipem Personnel will not discharged, demoted,
suspended or in any manner discriminated in relation to any reporting made in
good faith
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Violations of the guideline or of the anti corruption laws
 Disciplinary action (among which the termination of
employment) against Saipem Personnel
 whose actions are found to violate anti-corruption laws or the
Guideline, according to the Model 231 and collective
employment agreements or other applicable national
regulations;
 who fail to conduct or complete adequate training, and/or
 who unreasonably fail to detect or fail to report such violations
or who retaliate against others who report such violations
 Contractual remedies against Business Partners.
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Monitoring and enhancements
 Monitoring and enhancements
 Any Business Units, the Compliance Committee, Internal Audit
and the company’s independent auditors should recommend
enhancements to the Guideline if gaps or weaknesses are
identified, and as emerging “best practices” development
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Agenda
Introduction
Anti-Corruption Compliance Guideline
Regulations on Intermediary & JV Agreements
Ancillary procedures
Monitoring of Legal Events
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Scope
 What are Intermediary Agreements?
 Agreements entered by Saipem or any of its subsidiaries with
an Intermediary, or with a subject who, notwithstanding any
definition to the contrary given by the parties, will carry out the
activity of an Intermediary.
 Who is an Intermediary?
 is an independent individual or a company that Saipem proposes to
retain to:
 promote the commercial interests of Saipem and/or any of its
subsidiaries in relation to a single transaction/project and/or
transaction/project in a specific area and/or business;
 facilitate the finalization and/or execution of contracts with third
parties; and/or
 introduce Saipem and/or any of its subsidiaries to one or more other
parties for the purpose of bringing/generating or retaining a
business
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Scope
 What are Joint Ventures?
Incorporated JV:
Unincorporated JV:
Any jv agreement aimed at establishing legal entities
in which the partner have shareholdings or quotas
in proportion to their interests in the jv
and which have an autonomous legal status
Any jv agreement which is not an Incorporated jv
Agreement, such as an agreement in which the
cooperation among the partners
is on a split liability basis
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Scope
 The regulations set forth:
 what type of due diligence is necessary before entering into
an Intermediary or a JV Agreement;
 which clauses, representations and warranties must be
included in the agreements
 how to implement adequate procedures and control
systems once the Intermediary or a JV Agreement is
established in order to prevent the commission of corruption
and other crimes
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Due Diligence on the potential Intermediary
 Responsibility:
 the Manager
 Information to be collected:
 a questionnaire duly filled out by the potential intermediary or
potential partner
 a letter with anti-corruption warranties (ONLY FOR
INTERMEDIARY)
 information on the potential Intermediary’s chain of
control/ownership
 further information depending on the circumstances (such as the
importance of the project, the risk of the country, etc.)
 any Red Flags
 Possible to obtain independent opinions to confirm compliance
with the anti-corruption laws
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Due Diligence on the potential Partner (JV)
 Responsibility:
 the Manager

Types of due diligence:
 Full due diligence, conducted in accordance with the guidelines
above mentioned with reference to the Regulations on the
Intermediary Agreement
 No/Reduced due diligence depending on the circumstances (due
to the customs of the relationship with the partner, its recognized
standing, its demonstrated reliability, the Partner’s excellent
ethical reputation) and/or in the case the Joint Venture will not:
 market or sell products, services to public entities or government
customers, nor
 engage in lobbying activities before Public Officials, nor
 seek regulatory approvals from or be subject to regulatory oversight
by Public Officials, nor
 have other Relevant Contacts with Public Officials
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
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Due Diligence Documents (questionnaire checklist)
a)
b)
c)
d)
e)
f)
g)
h)
Potential Partner incorporation documents
Registration documents
Independent confirmation of ownership
Curricula of all principals
Audited Financial Statements
Criminal records/self declaration
Potential Partner Code of Ethics or other Compliance
related Procedures
others…
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Outcome of the Due diligence
 Results of the due diligence (to be summarised by the manager in a
note):
 Why the Intermediary/partner is considered material for the conclusion of
the deal;
 How the Intermediary or the partner’s selection procedure started, how
the Intermediary was selected;
 The persons chosen for conducting the negotiation;
 The summary of the negotiations conducted to determine compensation;
 Information of any current, past or pre-existing relationship with Saipem;
 A list of the sources that have been used to verify the information
contained in the Questionnaire and to conduct the due diligence.
 The description of the activities that will be carried out by the Joint
Venture and of the structure of the Joint Venture;
 Any Red Flag or particular risk resulting from the due diligence.
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Red Flags: examples
 Unusual circumstances relevant to the Intermediary’s
selection;
 Country/industrial sector of the Intermediary with bribery reputation or headquarters in a socalled tax heaven/country with a high rate of corruption;
 the Intermediary has unusual corporate structure, was recently incorporated or has no
activity, no/poor staff, is a “mail-box";
 the Intermediary is owned by or employs a Public Official or a Public Official’s Family Member;
 the Intermediary is in conflict of interest, has questionable reputation, has been prosecuted or
convicted, debarred or blacklisted;
 the Intermediary has no adequate internal control system;
 the Intermediary refuses to provide information requested during the due diligence;
 the Intermediary’s business scope is not coherent/consistent with the contractual activity or
has no/poor experience;
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Red Flags: examples
 The Intermediary requests for payment in cash or to another
or into a bank account registered in a country
different from the its headquarters country of residence or
where the Intermediary provides services
 The Intermediary requests for an increase in price during negotiations or for
an unusual transaction structure, inclusion of incorrect or unnecessary cost
items;
 The Intermediary requests for payment before completion of a project or
request unusual/not reasonable large payments;
 The Intermediary requests for reimbursement of no/poorly documented
expenses;
 Services not provided directly but through third parties;
 Incomplete/inaccurate information in required disclosures for invoices;
 Prohibition by the laws of the country to use Intermediary
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
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Minimum contents of the Intermediary Agreement
 The agreement must contain the clauses indicated in the
Regulations, among which:
 details on the project/business/deal for which the agreement is to
be retained;
 description of the services to be provided by the Intermediary;
 anti-corruption clauses and representations and warranties;
 details on the compensation, billing terms and payments;
 right of Saipem to prior approval of any sub-partner;
 right of Saipem to carry out audits;
 right of Saipem to terminate the agreement, in case of breach of
the anti-corruption laws and the anti-corruption obligations,
representations and warranties
 No waiver or amendments to the standard clauses can
be made without the agreement of the Anti Corruption
Legal Support unit
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
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Intermediary Agreement Form
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Minimum contents of the Joint Venture Agreement (1)
 Control of Saipem over the joint venture
 Saipem shall cause the joint venture to adopt a Code of Ethics, an
Organization, Management and Control Model, the AntiCorruption Compliance Guideline and any other Anti-Corruption
procedures
 No control of Saipem over the joint venture
 Saipem shall use its influence to cause the joint venture
 to adopt principles of ethical conduct, including anti-corruption
policies, in line with those on which Saipem activity is based and
 to meet the standards set up in the Anti-Corruption Compliance
Guideline by adopting and maintaining an adequate system of internal
accounting standards and controls that are consistent with the
requirements established by the anti-corruption laws
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
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Minimum contents of the Joint Venture Agreement (2)
 The jv agreement must contain the clauses indicated in the
Regulations, among which:
 commitment by the jv leader and/or each other partner to cause the jv to
adopt and to keep in place an internal control system and a compliance
program for the prevention of corruption and to implement they;
 anti-corruption clauses/representations/warranties by the legal
representatives of the jv and by any of the jv partner;
 right of Saipem to carry out audits on the jv and the jv leader;
 provisions to protect Saipem against the risk of violation of the antibribery clauses in case of change of control of each partner;
 right of Saipem to approve any transferability of the jv agreement or of
some of the obligations and rights contained therein by the partner to
third parties;
 right of Saipem to terminate the jv agreement, in case of breach by any
partner of the anti-corruption laws and the anti-corruption obligations,
representations and warranties
 No waiver or amendments to the standard clauses can be
made without the agreement of the Anti Corruption legal
Support unit
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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JV Agreement Form
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Evaluation and decision
 The Anti-Corruption Legal Support Unit
 Reviews the results of the due diligence, the draft
of the agreement and any Red Flags;
 Suggests any appropriate further actions.
 The Board of Directors
 Approves the Partner/Intermediary and the joint
venture structure.
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
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Management of the Intermediary/JV Agreement
Responsibility:
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

the Manager or the Contract Manager
high reputation
adequate training
Duties of the Manager/Contract Manager:
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monitoring the execution of the Intermediary/JV Agreement;
ensuring Intermediary or the partner’s diligence and
compliance with Anti-Corruption laws and policies;
pointing out any possible Red Flags and alerting the AntiCorruption Legal Support Unit;
monitoring the internal control system and compliance
program adopted by the jv;
monitoring the relationships with the jv’s counterparties,
especially when they are public entities;
drafting a yearly report to be submitted to the AntiCorruption Legal Support Unit
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Management of the Intermediary Agreement
Accounting records



Intermediary’s compensation are recorded in a specific bookkeeping account
the original documentation related to the Intermediary and
the Intermediary Agreement is to be saved for ten years
Payments to the Intermediary
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subject to written authorization of the Contract Manager who
shall confirm that the service has been rendered
only against invoices or written requests for payments from
the Intermediary
exclusively on the bank account in the name of the
Intermediary as indicated in the Intermediary Agreement
never on ciphered accounts or in cash, or to a party other
than the Intermediary, or in a country other than the parties’
countries, or other than the country where the services have
to be performed
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
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44
Flow Chart Joint Venture Agreement
1-A
BU finds it necessary to enter into a
Joint Venture with one or more
Partners
In depth Due Diligence
1-B
Manager asks ACLSU to waive or to
advance with a reduced Due
Diligence.
ACLSU finds necessary an in depth
Due Diligence.
Manager draws up the DD Note and
sends all the documents to the ACLSU.
ACLSU specify in writing if it’s enough a
reduced or DD is not necessary.
ACLSU review the DD on the basis of the
information furnished.
ACLSU believes that DD complies with
the CSP and sand back the note to the
Manager.
2
ACLSU if necessary suggests any
other appropriate further actions.
Manager shall transmit the Note, The
indication provided by ACLSU to the BOD
for approval.
Manager negotiates the JV pursuant to
the CSP.
Manager embodies all the clauses
foreseen in the CSP in the JV agreement.
Manager requests to ACLSU the
possibility to modify or waive one of the
clauses foreseen by the CSP.
Final draft of the JV is sent by the
Manager to ACLSU which shall check the
draft complies with the CSP
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Flow Chart Intermediary Agreement
BU finds necessary to enter into an
Intermediary Agreement.
Due Diligence on the potential Intermediary.
The data and the info gathered through the
DD are collected into a Note by the
Manager who negotiates the agreement.
Manager asks to ACLSU the possibility to
waive or modify one of the clauses for the
Agreement.
Manager negotiates the Agreement
including all the clauses contained in the
CSP.
ACLSU review the DD on the basis of the
guidelines and the existence of Red Flags.
ACLSU, if necessary, suggest to the
Manager any appropriate further actions
(e.g. further Due Diligence).
Manager shall transmit the Note, the result of the
check by the ACLSU and the outcome of any
further action to the BOD for approval.
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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New project:
Follow up Due Diligence
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New York, 18 November 2011
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Partner Approved more than a year ago:
1) Renewal Due diligence Questionnaire
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Partner Approved more than a year ago:
2) Further Board of Directors Approval
 The Anti-Corruption Legal Support Unit
 Reviews the results of the Renewal Due Diligence
Questionnaire;
 Suggests any appropriate further actions.
 The Board of Directors
 Approves the Partner/Intermediary and the joint
venture structure.
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Agenda
Introduction
Anti-Corruption Compliance Guideline
Regulations on Intermediary & JV Agreements
Ancillary procedures
Monitoring of Legal Events
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Ancillary procedures foreseen by the Guideline
Charitable Contributions and Sponsorship “STD-COR-HR-022-E”
Acquisitions and Dispositions “STD-COR-STRA-002-E”
Entertainment Expenses “STD-COR-FINA-004-E”
Joint Ventures “STD-COR-LEGA-007-E”
Intermediaries “STD-COR-LEGA-001-E rev.03”
Standard Contractual Clauses Concerning the Administrative
Liability of the Company for Unlawful Administrative Acts Deriving
from an Offence “STD-COR-LEGA-002-E”
 Relationship with Covered Business Partners
 Selection of Personnel
 Accounting Policies






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Charitable Contributions and Sponsorship “STD-COR-HR-022-E”
 According to the Procedure “STD-COR-HR-022”, the identification of
the beneficiaries of Saipem’s donations (only to charitable
associations) must be ethical, transparent and according to Internal
procedure and Reference Lists controls.
The Anti-Corruption Unit checks information on the beneficiary of the
donation and only after a positive feedback Saipem can proceed
with the donation.
Same for sponsorship activities.
Due Diligence on the Counterparty and Anti Corruption Unit Check
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
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Sponsorship Agreement FORM
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Acquisitions and Dispositions “STD-COR-STRA-002-E”
 Every activity of acquisition or disposition is subject to an AntiCorruption Due Diligence on the Partner.
 The Due Diligence in case of acquisition is not avoidable.
 The Due diligence for disposition is avoidable.
 The Anti Corruption Unit checks the Due diligence outcome with
the respect of the Procedure.
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Experience – Obstacles and Solutions
 Obstacles:
 Partners are reluctant to accept our policy (loss of opportunity for Saipem)
 Time-consuming due diligence clashes with transactions on a fast track
 Business Units object to carry out the due diligence
 Dealing with oil companies controlled by local governments that are “offended”
by our policy
 Partners’ pressure to adopt their own anti-corruption policy rather than
Saipem’s.
 Solutions
 Boosting managers’ sense of responsibility
 Saipem’s recognized contractual strength as a market leader
 Reduced due diligence when partner is “low risk”
 Contractual clauses providing for reciprocity of undertakings
 Accepting best practices policies similar to Saipem’s
 Stressing that Saipem policy is submitted to all counterparties and
not “ad personam”
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Agenda
Introduction
Anti-Corruption Compliance Guideline
Regulations on Intermediary & JV Agreements
Ancillary procedures
Monitoring of Legal Events
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Monitoring of Legal Events
1) Purpose of the procedure
2) Subjects of the procedure
3) Information Flow
4) Collect of documents
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1) Purpose of the procedure
 The purpose of the Procedure Monitoring of Legal Events is:

To define the main responsibilities and operating procedures that
personnel must abide by and shall actively and fully cooperate, in the
event of notification of investigations and/or visits at their place of work,
being conducted by Italian state bodies/authorities or foreign states with
criminal jurisdiction or with power of inquiry;

to provide the necessary information channels with Saipem S.p.A.and eni
S.p.A. to ensure prompt management of all notifications received and to
direct, in a timely manner, the efficient adoption of measures to be taken
by the relevant departments, and the coordinated monitoring of internal
and external communications.
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2) Subjects of the procedure
 Receiver:
Position with the role of receiving third parties in Saipem work
place and offices and in its Subsidiaries (Offices with Reception) or
anybody who works in the operating unit (for Offices without
Reception).
 Corporate Contact:
Person who the Receiver must immediately contact
whenever representatives or officials of the above-mentioned
bodies/authorities visit the Work Place; ;
Saipem Corporate Contact is
Elisabetta Vailati – Saipem Anti-Corruption Unit and Legal Compliance Manager
elisabetta.vailati@saipem.com
tel. + 39 02 520 43958
cell. + 39 340 2261051.
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2) Subjects of the procedure – The Corporate Contact
Saipem Corporate Contact has the following responsibilities:
 reports events to the TeamPeg members;
 reports events to the eni S.p.A. Legal Events Monitoring Team
Technical Secretary;
 guarantees the necessary assistance and cooperation during receipt
and registration of notifications received;
 implements instructions by the TeamPeg;
 ensure updating, maintenance and distribution of the procedure
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2) Subjects of the procedure
 Team Presidio Eventi Giudiziari of Saipem S.p.A. (TeamPeg):
Saipem S.p.A. structure that directs and coordinates the actions to
be carried out within Saipem S.p.A. and its subsidiaries when legal
events arise.
It is composed of the Heads of the following functions:
General Counsel, who acts as Team coordinator
Human Resources, Organization and ICT
Finance, Administration and control
Internal Audit.
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2) Subjects of the procedure - TeamPeg Responsibilities

Il TeamPeg is responsible for :

examining communications received in relation to legal events in order to ascertain the
potential involvement of Saipem S.p.A. in investigations or the potential damage to the
image or reputation of Saipem Group. In the event of a potential risk, define guidance and
coordination actions and, where necessary, formulate proposals to present to the Chief
Executive Officer of Saipem S.p.A. or the Executive Top Manager of the company involved
(Managing Director, General Manager, etc);
monitoring the implementation by the companies/ structures/ units involved in the guidance
and coordination actions defined by the same Saipem S.p.A TeamPeg;
periodically monitoring the evolution of events and updating assessments with regard to
potential involvement of Saipem or damage to the Saipem S.p.A. image or the reputation of
the Group as well as informing the CEO of Saipem S.p.A.;
informing, through the Head of the Internal Audit Function, the Board of Statutory Auditors
and Internal Control Committee of Saipem S.p.A. of communications received. The Corporate
Contact shall transmit such communication to the company Managers (depending on the type
of case), as well as the Organismo di Vigilanza of Saipem S.p.A.;
ensuring the preparation of external communications, if necessary, through the Head of the
External Communication Department and provide guidance and coordination for
companies/structures/departments involved




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3) Information Flow in Saipem S.p.A.
TeamPeg
Saipem S.p.A.
Organismo di Vigilanza
(Compliance
Committee)
IN. AU.
Corporate Contact
Herarchycal
Superior
Collegio Sindacale and
Comitato Controllo
Interno
eni S.p.A. Team
Presidio Eventi
Giudiziari technical
secretariat
Receiver
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3) Information Flow in the Subsiadiaries
Corporate Bodies
of internal control
Saipem S.p.A.
C.E.O.
TeamPeg
Compliance
Committee of
the Subsidiary
Executive Top Manager
of the Subsidiary
Evenctual Herarchycal
Superior
Corporate Contact
Eni S.p.A. Team
Presidio Eventi
Giudiziari technical
secretariat
Herarchycal
Superior
Receiver
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4) Collecting documents in Saipem S.p.A.
Authority requests
to Saipem S.p.A.
the exibition of
some documents
Responsible for
Legal Affairs
transmits the
documents to the
Authority
Responsible for
Internal Audit, once
collected the
documents, send
everything to the
Responsible for
Legal Affairs
Responsible for
Legal Affairs
forwards the
request to the
functionally
interested
managers
Functionally
interested
managers send
the documents to
the Responsible
for Internal Audit
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4) Collecting documents in Saipem Subsidiaries
Authority requests
to a Subsidiary the
exibition of
documents
Executive Top
Manager requests
the documents to
the functionally
interested
Managers
Executive Top
Manager sends the
documents to the
Authority
Functionally
interested
managers send the
documents to the
Executive Top
Manager
P. Galizzi - GCLC Meeting – Saipem Anti-Corruption Policies and Monitoring of Legal Events
New York, 18 November 2011
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Agenda
Introduction
Anti-Corruption Compliance Guideline
Regulations on Intermediary & JV Agreements
Ancillary procedures
Monitoring of Legal Events
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Any questions?
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New York, 18 November 2011
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Contacts
Pietro Galizzi
Senior Vice President
General Counsel
ph.: +39 02 520 44466
e-mail: pietro.galizzi@saipem.com
Alessandro Riva
Senior Vice President
Internal Audit
ph.: +39 02 520 34184
e-mail: alex.riva@saipem.com
Elisabetta Vailati
Anti-Corruption Unit and
Legal Compliance Manager
ph.: +39 02 520 43958
e-mail: elisabetta.vailati@saipem.com
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