Finmeccanica: continuing the process to strengthen control system on operating companies

Today the Board of Directors of Finmeccanica met under the Chairmanship of Vice Chairman Admiral Guido Venturoni and took several measures in order to further consolidate the process of strengthening the control procedures of the Group's activities and to reinforce the management and coordination over the operating companies.

Rome 06 March 2013

Today the Board of Directors of Finmeccanica met under the Chairmanship of Vice Chairman Admiral Guido Venturoni and took several measures in order to further consolidate the process of strengthening the control procedures of the Group’s activities and to reinforce the management and coordination over the operating companies.

The adopted measures concern:

The identification of new rules for the composition and requisites for the appointment of Corporate Bodies of operating companies. Among these the following are to be highlighted: the limitation of the number of members of the Boards of Directors; changes in the composition of the Surveillance Bodies, that will have to be formed, primarily, by members from outside the Group and the operating companies; the obligation to have specific honorability requisites, the loss of which will cause the suspension or revocation of the office.

The creation of a Corporate Bodies Committee, with the task of proposing the nominations of Directors, Statutory Auditors and Members of the Surveillance Body for the first level subsidiary companies and for those considered strategic, as well as the task to assess candidates put forward by the Heads of Divisions for Corporate Bodies of the other levels subsidiaries.

The analysis of adequacy and effectiveness - with the support of an independent third party - of contracts of the operating companies regarding the purchase of intangible assets, such as engineering, software and consulting.

The strengthening of internal Group regulations concerning the identification and contracting of relationships between the operating companies and both consultants and commercial promoters, rules based on criteria of transparency, traceability and assessing of subjective honorability requisites. As part of these processes, Finmeccanica S.p.A will play a stronger co-ordination and control role. For this purpose a dedicated structure will be set up shortly within the Internal Audit Department.

The set up of a Risk Management structure, reporting to the CFO, aiming at strengthening the Group’s governance for the management of operational and financial risks.

ComFNM_CdA2_07_03_2013_ing.pdf