Facts & Figures 2010
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Imagination is more important than knowledge. For knowledge is limited, whereas imagination embracesthe entire world, stimulatingprogress, giving birth to evolution.
- Albert Einstein -
Chairman & Chief Executive Of cerDirectors
SVP Strategic Marketing and Special InitiativesSVP Human Resources, Organization and ICT SVP Corporate InitiativesSVP Administration, Finance and ControlHead of Investor RelationsTecnimont Managing DirectorMet NewEn Managing DirectorTecnimont KT Managing DirectorStamicarbon Managing DirectorTecnimont Civil Construction Managing Director
Fabrizio Di AmatoGianni BardazziMassimo Sebastiani Stefano FioriniGiovanni MalagRoberto PoliSaverio Signori Giuseppe ColaiacovoAdolfo Guzzini
Giorgio LoliAndrea MarroccoGiovanni ScagnelliAndrea BonelliLuca Longobardi
Gianni BardazziFranco GhiringhelliMario RuzzaMassimo SebastianiLawrence Y. KayRoberto Bertocco Andrea BrunettiDomenico DEliaPejman DjavdanAntonio Savini Nicci
Deloitte & Touche SpA
Board of Directors
MAIRE TECNIMONT AT A GLANCE
ENGINEERING CENTRES AND R&D
MAIRE TECNIMONT INNOVATION CENTRE
MAIN COMPETENCES AND PROJECTS
CONSOLIDATED FINANCIAL STATEMENTS
4All gures are rounded, ensuring totals sum to 100%
BACKLOG BY GEOGRAPHIC AREA
REVENUES BY GEOGRAPHIC AREAREVENUES BY SECTOR
BACKLOG BY SECTOR
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The backlog increased by 13% in 2010 thanks to 2.7 billion of new orders. Importantly, the share of theOil, Gas & Petrochemicals BU grew to 76% of the total, compared to 59% in 2009.
Revenues increased by 16%, re ecting the execution of the Oil, Gas & Petrochemicals backlog as well as the peak workload on the Latin American projects being carried out by the Power Business Unit.
EBITDA was in line with 2009. The EBITDA margin in 2010 was 5.3%, lower than the 6.1% in 2009. The change was due to the different business mix, as the Power BUs contribution exceeded 40% of revenues.
Net income decreased by 19% compared to 2009.The decline was primarily driven by non-recurring tax credits booked in 2009 and increased amortization in 2010, resulting from the application of purchase price allocation accounting, in line with the revised IFRS standard 3, to the acquisitions of Tecnimont KT and Stamicarbon.
* After minorities
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The past year was characterized by a further scaling back of investments in the oil, gas and petrochemicals sector. This scale-back had already begun in 2009 as a result of the unfavourable economic environment and the increase in production from the investment cycle of earlier years. Consequently, the competitive scenario in 2010 intensi ed, with a signi cant growth in the number of tender bidders, which exerted downward pressure on prices.
Nevertheless, some geographical regions showed initial signs of recovery. In the Middle East, the United Arab Emirates continued to invest, launching several new mega-projects to further develop their hydrocarbons production capacity, Saudi Arabia, Kuwait and Qatar also resumed the bidding process on a number of projects in the oil and gas sector. Apart from the Middle East,the most dynamic regions remain Asia and Latin America, where activities have already resumed, albeit to a lesser extent than in the Gulf states.
In terms of nancial results, 2010 was a healthy year for the Group, with a 16% growth in consolidated revenue and EBITDA in line with 2009. The 19% decline in Group net income was mainly due to non-cash items related to the recent acquisitions.
New orders in 2010 amounted to 2,659 million, higher than in 2009.The backlog reached record levels, surpassing 6 billion at 30 June 2010 and closing the year at 5.4 billion, a 13% increase over 2009. As of 31 December 2010, projects managed by the Oil, Gas & Petrochemicals business unit, which enjoyed a strong improvement over 2009, accounted for 76% of the backlog.
1 CHAIRMANS STATEMENT
8In 2010 the Oil, Gas & Petrochemicals BU generated revenue of 1,132 million;the Power BU recorded 1,123 million; and the Infrastructure & Civil Engineering BU281 million. Latin America remained the
leading geographical area in terms of revenue, generating 974 million. The Middle East was also a strong revenue driver, contributing 734 millionto the top line.In 2010, the Oil, Gas & Petrochemicals BU completed
Borouge 2, a major polyole ns project in the UAE, a highly satisfactory outcome that af rms the Groups ability to execute very large-scale projects. Other important projects completed included aromatics (Kuwait), Q-Chem 2 (Qatar), Panipat (India), Mnchsmnster (Germany) and Stenungsund (Sweden). Work continued apace on GASCO, the contract for the construction of a major gas treatment plant in Abu Dhabi, the largest and most important project ever awarded to the Group. In fact, 92% of the new contracts awarded in 2010 were to the Oil, Gas & Petrochemicals BU. Amongst these, I should like to highlight the Borouge 3 polyole ns plant in Ruwais (United Arab Emirates), AGRP, an acid gas and condensates treatment plant in Kuwait City, and the propane dehydrogenation plant in Tobolsk, Russia.
The acquisition in autumn 2009 of the Dutch company Stamicarbon, the global leader in licensing urea technology, enabled the Group to broaden its range of services and opened up new growth horizons in the EPC business, and in geographical areas where we previously had little or no presence. The geographical areas of
most interest in urea and fertilizers are sub-Saharan Africa, Asia, Latin America,and the Middle East.
In 2010 Maire Tecnimont further expanded its asset base in technology, competences and expertise in oil and gas services by acquiring Tecnimont KT (formerly Technip KTI).This Italian process engineering rm has speci c expertise in sulphur recovery and gas treatment plants, hydrogen and synthesis gas units, and red heaters for re neries and petrochemical plants, in many cases based on proprietary technologies. Maire Tecnimont plans to use the newly acquired technologies to exploit new growth opportunities. In Infrastructure & Civil Engineering, the civil construction division was demerged from Tecnimont on 31 March 2011 and spun off into Tecnimont Civil Construction SpA, a new Group company. This transaction has a dual aim: to optimize and enhance the resources and expertise of the Infrastructure BU and to enable Tecnimont to focus on the oil services business.
Finally, the year 2011 will be marked by the reorganization of all the northern Italian of ces into a new Group Headquarters in Milan. While this will have an impact on costs, it will surely bring us many advantages in terms of ef ciency and cross-fertilizationof skills and expertise.
I trust that the results presented, given the current economic and competitive scenario, meet the approval of all our shareholders and
that the strategic decisions we are implementing attest to our rm intention to increase the value of the Group.
Fabrizio Di AmatoChairman & Chief Executive Of cer
In 2010, the Oil, Gas & Petrochemicals BU
completed Borouge 2, a major polyole ns project
in the UAE.
In 2010 Maire Tecnimont further expanded its
asset base in technology, competences and expertise
in oil and gas servicesby acquiring Tecnimont KT.
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Maire Tecnimont is the parent company of an engineering, main contracting and licensing Group operating worldwide in the oil, gas & petrochemicals, power, infrastructure and civil engineering sectors. The Group has also developed key competences in renewable energy. The Groups reputation and success have been achieved as a result of its strong technology orientation and advanced skills in project management and engineering, procurement and construction (EPC) services for the implementation of complex projects worldwide.The Group combines high quality and planning standards with a focus on multicultural and environmental issues.Quoted on the Milan Bourse, Maire Tecnimont is present in approximately 30 countries, and controls over 50 operating companies. It has a workforce of over 5,100 employees, more than half of whom are located outside Italy.
2 MAIRE TECNIMONT AT A GLANCE
Diversi cation, continuous organic growth and an ambitious M&A strategy have been the key drivers in the rapid development ofMaire Tecnimont, allowing the Group to reach its current leading world position in engineering, main contracting andlicensing activities.
Maire Tecnimont SpA is the parent company of the Group, driving strategy and coordination of the following corporate areas: administration, nance and control; human resources, organization and ICT; strategic marketing and special initiatives; communication; and procurement. It also directly handles other functions on behalf of the Group, such as legal and corporate secretarial, internal auditing, public affairs and investor relations services.
The Groups roots lie in two historically important Italian engineering companies:Fiat Engineering (which later becameMaire Engineering), acquired in February 2004, and Tecnimont (part of Montedison), the acquisition of which in 2005 gave birth to the Maire Tecnimont SpA.
It was founded by Montedison in 1973 to combine the specialist skills of the engineering and development divisions of Montecatini and Edison, two great names of Italian industry. The former inherited the legacy of Giulio Natta, the Nobel prize-winner for chemistry in 1963, and specialized in building polyole n plants. The latter had been active in electricity generation since the late 19th century. Tecnimont and its forerunners have been designing and constructing plants for the chemicals and petrochemicals, oil and gas, and power sectors in Italy and abroad for more than 50 years, and have established a track record of success in the execution of turnkey engineering, procurement and construction projects worldwide.The acquisition of Tecnimont by Maire was ranked as the second most important merger in Italy in 2005 (KPMG M&A Award 2006).
It was the construction and plant building division of the Fiat Group. Originally formed during the 1930s to design and build automobile plants, it later evolved specialist skills in cogeneration and combined cycle plants in Italy and abroad, notably in the Middle East and Latin America. It also developed expertise in infrastructure projects, such as the design of high-speed railway lines and innovative underground railway systems.
The History of Maire Tecnimont
Origins and Incorporation in 2005
MAIRE TECNIMONT AT A GLANCE
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Two years after its incorporationMaire Tecnimont decided to increase its international visibility and widen its ownership base by listing on the Italian stock exchange. In the same year it was awarded the Value Creators Prize by MF Company Awards.
In 2008 the Group acquired theBergamo-based Noy Engineering, which specializes in the design and supply of PET resin and polyester, nylon and acrylic bre plants, in order to broaden its technology portfolio. Noy has been active since the early 1980s in the chemicals and textiles sectors and has also diversi ed internationally and into new product areas.
Maire Tecnimont acquired Stamicarbon in 2009, enlarging its intellectual property expertise and adding technology licensing to its traditional engineering and construction activities. The Dutch company started life in the 1940s as the licensing subsidiary of DSM (Dutch State Mines), selling licenses for coal-washing plants, and then entered the chemical sector in the 1950s, licensing urea processes. The latter rapidly became its most important activity, becoming pivotal by the end of the 1980s when the company closed its Mineral Technology department. Stamicarbon has established itself as the world market
In 2010 Maire Tecnimont acquired the entire share capital of So part Srl, a company that controlled 76.1% of KTI Management SpA, which, in turn, owned 75% of Technip KTI SpA (TKTI). Technip KTI (later Tecnimont KT) was originally established 40 years ago as a furnace design contractor under the name of Selas Italia. It has since developed into a world leader in the design and construction
2007 - Listing on the Stock Exchange
2008 - Acquisition of Noy Engineering
2009 - Acquisition of Stamicarbon and Incorporation of Met NewEn
2010 - Acquisition of Technip KTI, later Tecnimont KT
leader in the design and innovation of urea manufacturing technology. Thanks to the Stamicarbon acquisition, Maire Tecnimont was a nalist in the KPMG M&A Award 2010 in the category of Best acquisition abroad by an Italian company.
In the same year, Maire Tecnimont decided to enter the renewable energy sector by setting up a new company, Met NewEn, to develop Group activities. Met NewEn will promote investments designed to harness the Groups synergistic strengths in renewables, particularly biomass and concentrated solar power.
of hydrogen, ammonia, methanol, ethylene and sulphur plants. In 1974 Selas Italia changed its name to KTI (Kinetics Technology International), and under this name was acquired by Mannesmann Anlagenbau, Germany, in 1988, and, then in 1999, by Technip Italy. Thanks to the TKT acquisition, Maire Tecnimont won the 2011 KPMG M&A Award in the category Best acquisition in Italy.
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HARMONY. AN INSTRUMENT IN OUR JOB.
3 OUR BUSINESS
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As a leading EPC Contractor Maire Tecnimont has the key resources and skills to manage large integrated complex projects in Petrochemicals, Oil & Gas, Power and Infrastructure, leveraging also on proprietary technologies. Our strong technology orientation provides access to the best available state-of-the-art technologies that guarantee us a recognized world leadership as a contractor. Through our network of international engineering centres, the Group offers services and know-how from conceptual study, through technology selection to process engineering and detailed design. We are also able to provide rst-level procurement services covering all client requirements through a network of high quality equipment vendors and construction subcontractors. Our geographical reach, experience, background and traditions are enabling us to expand our procurement platform into new markets by qualifying local
Engineering and Main Contracting
vendors and testing them on speci c projects. This, of course, is without jeopardizing project schedules and compromising on quality standards. Construction is provided as a fully integrated service with a focus on local content. Competitiveness is assured by special care for equipment quality and delivery timetables. Our international construction network draws on the skills of experts in piping, electrical systems and instrumentation.Our commissioning group, with a wide experience of complex projects worldwide, can guarantee the prompt and ef cientstart-up and operation of new plants, reinforced by valuable training services.All EPC activities are coordinated through skilled project management, based on experience in the eld and improved by continuous training of our experts.
We offer more than 60 years experience in the development and licensing of urea technology, and more than 40 years experience in hydrogen and syngas technology, gas treatment and sulphur recovery facilities.We have a diversi ed licensing portfolio for both grass-roots plants and revamping projects, either through carefully selected licensed contractors or supplied directly
to the client. We can also provide comprehensive process design packages and proprietary equipment services tailored to speci cclient needs.We also provide licensing in high-technology transport systems by developing communications systems applicable to any advanced urban transport networks.
Recognizing that renewable energy will be an important part of our future, the Group is active in screening and promoting new investment opportunities, including managing the permitting process and nancing projects based on renewable sources. Since 2009,we have been especially active in biomass and solar power.
Licensing and Intellectual Property
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Maire Tecnimonts world-beating record includes:
Some 140 polypropylene and polyethylene plants delivered worldwide and a share of approximately 30% of global polyole n capacity installed in the last six years, including a 40% share in LDPE;
The largest gas treatment plant ever awarded in Abu Dhabi (UAE) on a LSTK basis (US$4.7 billion);
More than 230 power plant projects executed or under construction in Italy and abroad, with an installed capacity of more than 20,000 MW;
Designing more than one-third of the high-speed railway network in Italy and acting as the EPC contractor for the rst automated metro system in Italy;
Leadership in the Worldwide Market
World market leader in urea technology, with more than 250 plants licensed worldwide. A market share of more than 50% in licensing grass-roots urea plants and in urea revamping technology, and a market share of more than 35% in licensing urea granulation technology;
World market leader in licensing hydrogen technology, with single train capacity up to 180,000 Nm3/h. World market leader in Claus sulphur recovery plants, with single train capacity up to 700 tonnes/day.
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2 April / AwardsTICB, Mumbai, receives the BIZZ Award for business excellence 2010, the most prestigious recognition in the world from the World Confederation of Business.
3 February / InfrastructureSigning of the works completion certi cate for the Turin automated metro, Line 1, section Marconi-Lingotto.
23 February / LicensingSigning of a cooperation agreement between Stamicarbon and IPCOS NV of Belgium to provide urea producers with IPCOShigh-end advanced process control and optimization solutions.
22 March / PetrochemicalsSigning of a letter of intent by Tecnimont ICB (TICB) and National Fertilizer Ltd, a leading Indian producer of nitrogen fertilizers, for the feedstock conversion of an ammonia plant in Nangal district, Punjab State, India.
May / Corporate OrganizationThe two Business Units, Oil & Gas and Chemicals & Petrochemicals, merge into a new unit, Oil, Gas & Petrochemicals.
26 May / PetrochemicalsThe Groups main EPC contractor, Tecnimont, is awarded two contracts for the EPC phase of the Borouge 3 expansion project in Ruwais, Abu Dhabi. The client, Borouge, is a joint venture between the Abu Dhabi National Oil Company (ADNOC), one of the worlds largest oil and gas companies, and Borealis, a leading international producer of chemicals and plastics.
31 May / PetrochemicalsSigning of a contract between Tecnimont and C.S. Construction Solutions Ltd for the end-user, Novy Urengoy Gas Chemical Complex (a company controlled by Gazprom), to provide equipment and raw materials, procurement services and site assistance for a 400,000 tonnes/year low density polyethylene plant in Novy Urengoy, western Siberia, in the Russian Federation.
1 April / LicensingStamicarbon signs an agreement to license a 1,925 tonnes/day urea plant to Turkmenhimiya State Concern, Ashgabat, the Turkmenistan state petrochemicals company.
4 2010 HIGHLIGHTS
2 June / PetrochemicalsInauguration ceremony for Borealiss350,000 tonnes/year high-pressure LDPE plant in Stenungsund, Sweden. Awarded to the Group in 2007, the project has a strategic importance for Borealis because it produces special grades of polyethylene. The plant commissioning marks an important milestone for this important and long-standing client.
23 June / Oil & GasSigning of a contract between the newly acquired Tecnimont KT and Nynas AB, Sweden, a leading producer of naphthenic oils and bitumen/asphalts, for a new sulphur recovery unit at the Nynshamn re neryin Sweden.
25 June / M&AFinalization of the acquisition of Technip KTI, subsequently renamed Tecnimont KT.The acquisition process started on 5 March 2010 when Maire Tecnimont acquired a 40% stake in So part Srl, a company that indirectly controlled Technip KTI SpA. On 19 May 2010, Maire Tecnimont completed the acquisitionof 60% of So part, and on 25 June, it achieved 100% control of Technip KTI SpA through the purchase of the remaining 25% stake from Technip Italy, a subsidiary of Technip, Paris.
6 September / E&CMaire Tecnimont ranks 36th in the 2010 ranking of the top 225 international contractors published by the US trade magazine Engineering News-Record, one of the leading publications in the industry.
10 September / AwardsTICB receives the Special Trophy for Excellence in EP services for the year 2008-09 at the All-India Export Award function of EEPC India in Bangalore.
8 October / R&DThe new Maire Tecnimont Innovation Centre (MTIC) is launched at the Groups rst Innovation Day held in Rome. Located in Sittard, The Netherlands, the MTIC will create a common platform for steering and directing strategic new business initiatives throughout Group companies.
October1 July / EventsGroups annual Convention at Palazzo Mezzanotte, the headquarters of the Italian stock exchange in Milan.
27 July / Oil & GasTecnimont wins a contract to develop an acid-gas removal plant for Kuwait National Petroleum Company, a re ner controlled by the Kuwait Petroleum Company.
6 August / AwardsTICB, Mumbai, receives the Gold Trophy award in the category of Merchant Exporter for its outstanding contribution to engineering exports in the western region during the year 2007-08 from the Hon. Shri Rajendra Darda, Minister of Industries, Employment andSelf-Employment, of the government ofthe state of Maharashtra.
29 August / AwardsTICB receives the Star Performer award for outstanding contribution to engineering exports in the product group ProjectExports Large Enterprise for the year2007-08 at the All-India Export Award Function of EEPC India in Mumbai.
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December / EventsLaunch of Maire Tecnimonts new advertising campaign.
2 November / AwardsDuring the annual IPMA World Congress in Istanbul, Tecnimonts Borouge revamping and the Turin Metro project are nominated Prize Winner and Finalist respectively at the IPMA International Project Excellence Awards 2010, both in the Big Projects category.The awards identify examples of excellent project management, especially ininnovative projects.
9 November / PetrochemicalsInauguration of the Q-Chem II project in Messaied Industrial City, Qatar. The EPC contract was awarded in 2005 to a consortium of Tecnimont and Daewoo Engineering and
Construction. The plant will produce350,000 tonnes/year of HDPE and350,000 tonnes/year of normal alpha-ole ns.
10 November / EventsDuring the visit of the Con ndustria trade mission to Gulf Countries, the start of mechanical works ceremony is held at the Habshan 5 construction site, Abu Dhabi, in the presence of the media, entrepreneurs and Italian and Emirate authorities.
24 November / InfrastructureTecnimont is a member of the consortium named as preferred bidder for the northern and southern construction areas of the Copenhagen-Frederiksberg Cityringen metro. A de nitive contract for the project was signed in January 2011.
11-13 October / EventsA meeting for nancial analysts and investors with senior Group management is held at the Habshan 5 and Borouge construction sites in Abu Dhabi. A meeting of the Maire Tecnimont Board of Directors is also held in the Abu Dhabi branch of ce.
24 2010 HIGHLIGHTS
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First Half 2011
24 January / Petrochemicalsand PowerSigning of a memorandum of understanding with the International Institute for Energy Policy and Diplomacy (MIEP), part of the Moscow State Institute of International Relations (MGIMO University).Maire Tecnimont and MIEP will cooperate in joint research and education projects in the energy sector.
29 March / AwardsMaire Tecnimont receives the KPMG 2011 M&A Award for the Best acquisition in Italy for the acquisition of Technip KTI, subsequently renamed Tecnimont KT.
28 March / PetrochemicalsSigning of a memorandum of understanding for cooperation on project development in sub-Saharan Africa with Orascom Construction Industries (OCI). OCI is a leading international fertilizer producer and construction contractor based in Cairo, Egypt.
31 March / Corporate OrganizationIncorporation of Tecnimont Civil Construction, active in Infrastructure and Civil Engineering.
21 April / Corporate EventsOf cial inauguration of Maire Tecnimonts new Milan Headquarters.
9 February / Renewable EnergyPresentation to the Italian Ministry of the Environment of an application for the Archetype 30+Q concentrated solar power project. Met NewEn is the leader of a consortium which includes Enel Green Power, Enea and Equiter. Financed by the European Union, the project calls for the construction of a 30 MWe concentrated solar power plant using molten salts technology in Sicily.
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WE BRING MATERIAL TO LIFE.
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Maire Tecnimonts strategy, based on sustainable and pro table growth, aims at:
Enlarging our geographical presence by penetrating new, fast-growing markets; Reinforcing the Groups commercial and industrial presence in selected markets
where we already operate; Improving our market share by selling the high technology expertise/knowledge
already present in the Group; Strengthening our presence in nitrogen fertilizers by leveraging on proprietary urea
technologies and relevant EPC implementation; and Enhancing our technology portfolio, competences and know-how to consolidate areas
of leadership and high competitiveness.
The strategy will be implemented through:
Developing and building new strategic alliances by forming partnerships as dictated by the market in speci c geographies and products;
Organic in-house development, selective M&A and integration of acquired companies; Intensifying the local-content approach to reinforce our commercial and operating
presence in selected geographical markets; Improving competitiveness and R&D initiatives.
5 GROUP STRATEGY
The rapid growth of the Maire Tecnimont Group in recent years has been based partly on a successful acquisition strategy, combined with the ability to merge, organize and optimize acquired resources. The Group has the capability to evaluate, select and manage large M&A operations by itself. In the last two years, it has completed two important transactions: the acquisition in 2009 of Stamicarbon BV, the world market leader in urea technology, and the acquisition in 2010 of Tecnimont KT (formerly Technip KTI), a medium-sized engineering and construction contractor in the Oil & Gas industry. Both acquisitions were made with the intention of enlarging and strengthening the Groups technology portfolio on the one hand, and accumulating competences and skills in speci c new sectors, boosting our EPC business worldwide, on the other.
Maire Tecnimont has a Human Resources strategy that aims to develop its human capital, promote the spirit of multiculturalism, and use all the Groups skills to leverage success. HR is an integral part of the Groups overall business strategy, designed to support its growth and enhance its competitive edge.To achieve its strategic objectives,Maire Tecnimont bases its HR management policies on certain key principles that permeate all levels of the Group:
Organizational integration a single group with shared tools and processes;
A project management approach that is exible, forward-looking, teamwork-based and results-oriented; and
Skills development a range of ongoing training initiatives as an integral part of each persons job.
The acquisition of Stamicarbon was aimed at enhancing our visibility and competitiveness in the fertilizer business as well as enriching our technology portfolio, while that of Technip KTI (subsequently renamed Tecnimont KT, or TKT) was aimed at strengthening our position in Oil & Gas, in particular by adding proprietary technologies and engineering skills in gas treatment. The Group intends to leverage on Tecnimont KTs core expertise, including its proprietary technologies for sulphur recovery, hydrogen and syngas production, as well as its high-temperature furnaces and R&D activities.TKT, today directly controlled byMaire Tecnimont, will have its own EPC role within the Group, focusing on small and medium-sized oil and gas projects where competitiveness requires lean project
organization structures and speci c competences.
Every day Maire Tecnimont faces market challenges that require its employees to share the Groups common values, providing orientation for individual and team performance to attain the Groups strategic goals - values that are recognized by the people who contribute each day to the growth of Maire Tecnimont.Maire Tecnimont people are committed to achieving our goals by cultivating best-in-class expertise; they constantly challenge their path to market leadership by keeping open minds; they trust in the potential of others; and they are passionately dedicated to their professional development.
Merger & Acquisition Activities and Recent Results
Human Resources Development Strategy
In the last two years,the Group has completed
two important transactions.
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6 CORPORATE GOVERNANCE
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The governance of Maire Tecnimont SpA is based on the traditional organizational model, with a General Shareholders Meeting, a Board of Directors and a Statutory Board of Auditors.The Board of Directors has established two internal committees with advisory functions, the Remuneration Committee and the Internal Control Committee, in accordance with Italian Stock Market Regulations and the Corporate Governance Code of Italian Listed Companies, to which the Company adheres. Pursuant to Article 155 and subsequent articles of the Italian Consolidated Finance Act (TUF), the Shareholders Meeting on10 July 2007 decided, based upon a proposal from the Statutory Board of Auditors, to give a mandate to Deloitte & Touche SpA to audit the corporate accounts for the scal years
Maire Tecnimont SpA is administered by a Board of Directors currently made up of nine members who need not necessarily be shareholders. Board members are appointed for a term of between one and three nancial years, and remain in of ce until the approval of the nancial statements pertaining to the last year of their appointment, in accordance with the provisions established by
2007-2015, according to the terms and conditions speci ed by the auditing rm, which have been led in the Companys records.Since 26 November 2007, Maire Tecnimont SpA shares have been traded on the Italian electronic stock market (Mercato Telematico Azionario, MTA), which is organized and managed by Borsa Italiana SpA. The corporate governance system is essentially oriented towards the creation of shareholder value in the medium and long term, conscious of the social relevance of the Company and Group activities and the underlying need to consider the interests of all stakeholders adequately.The Company directs and coordinates Tecnimont SpA according to Article 2497 of the Italian Civil Code.
the shareholders meeting at the time of their appointment. They are then eligible forre-appointment. The Shareholders Meeting held on28 April 2010 appointed the following Board of Directors for three nancial years, until the approval of the nancial statements as at31 December 2012:
Board of Directors
Fabrizio Di Amato
Chairman and ChiefExecutive Of cer
MEMBERS POSITION EXECUTIVE NON EXECUTIVE INDEPENDENT
BOARD OF DIRECTORS 31 DECEMBER 2010
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Chairman of the Board of Directors and Chief Executive Offi cer
Senior Vice President, Strategic Marketing and Special Initiatives
Senior Vice President, Administration, Finance and Control
Born 1963. A graduate in Political Science from La Sapienza University of Rome, he began his career as an entrepreneur at the age of 19 by setting up his rst company with three employees and about 100,000 capital. He built up the Maire Tecnimont Group over three decades through a process of internal growth and acquisitions. In the rst 20 years he laid the basis for the development of a mid-size civil engineering group operating in the Italian market. In 2004, he acquired Fiat Engineering (later renamed Maire Engineering), which was ten times larger than his existing interests. The Maire Group then switched to general contracting, with a speci c focus on power generation and transportation infrastructure. At the end of 2005, by means of a second major acquisition, that of Tecnimont from Edison, he expanded
the Groups activities to the oil, gas and petrochemicals business, with a network of subsidiaries and branch of ces operating worldwide. The Maire Tecnimont Group, in which he is the major shareholder, was formed by combining these two major Italian engineering and contracting companies. Fabrizio Di Amato plays an active role in the Italian engineering industry and promoted the concept of a unique representative body for the engineering and contracting industry through Federprogetti (the federation of Italian plant industries), of which he is the founder and President. He is member of the Board of Con ndustria, and a member of the Executive Committee of the Rome and Lazio industrialists and enterprises association (UNINDUSTRIA).
Born 1965, he graduated in Architecture in 1990 from the University of Florence and obtained a PhD in 1998 from the Universities of Florence and Chalmers, Sweden. He has consulted on numerous site management projects for ICIET-SIME and ITT Sheraton. In 1997 he joined the Maire Group and subsequently served in various important positions. In 2007 he became a member of the
Born 1957. From 1979 to 2004 he held a variety of positions at different banks including Banca di Roma, Carimonte,Rolo Banca and UniCredit. From June 2005 to April 2006 he was Director of the administration and nance department at
Fabrizio Di Amato
Board of Directors of Maire Tecnimont.He manages the Groups merger and acquisition activities, with responsibilities from screening potential opportunities to executing and closing deals, and valuation of investment projects. He has held his current position since November 2005. Since 2010he is also Chairman of Tecnimont KTand Tecnimont ICB.
Maire Engineering. He has been in his current role since April 2006. In the same year he became a member of the Board of Directors of Maire Tecnimont. In April 2010 he was appointed Chairman of Tecnimont.
Born in 1962, he completed a degree in Juridical Science in Camerino. He has been an employment consultant since 1988, specializing in company restructuring and mergers and acquisitions, with signi cant
experience in scal disputes and receivership. He has held the post of statutory auditor for several companies. In 2010 he was appointed Chairman Advisory Support at Maire Tecnimont.
36 CORPORATE GOVERNANCE
Born in 1959, he graduated in Economics and Commerce. He is CEO of Sa.Mo.Car. SpA and Chairman and CEO of Samo n SpA. He is currently a member of the Board of Directors of several important companies and organizations: UniCredit Enti Territoriali, AIL (the Italian Association against Leukemia), Amici dellOspedale Bambino Ges - ONLUS, the Musica Park Auditorium of Rome. He is the second largest shareholder in FINNAT Bank. Since 2007 he has been advisor to HSBC for Italy and since 2009, a member of
Born in 1938. A graduate in Economics and Commerce, he was professor of corporate nance at the Cattolica University of Milan from 1966 to 1998. He is the founder and Chairman of Poli e Associati, one of the most prominent consultancy companies in the eld of mergers and acquisitions and corporate
Born in 1961, he graduated in Economics and Commerce. In 1987 he founded the Studio Signori Company of chartered accountants with of ces in Rome and Milan, involved in management, nance and tax consultancy. He currently holds the position of liquidator in extraordinary administration procedures for several companies. He is a sessional
the Committee of Experts Made inItaly - Ministry of Economic Development.In the sports sector, he has been Chairman of the Organizing Committee of the 13th FINA World Championships Rome 2009, member of the Organizing Committee of the World Volleyball Championship 2010, member of the Italian Olympic Academy, member of the Organizing Committee for candidature Roma 2020 for the Olympic Games, and President of Circolo Canottieri Aniene.
nance. He was Chairman of Rizzoli-Corriere della Sera and Publitalia. He currently holds the positions of Board Member at Mondadori, Fininvest, Coesia and Perennius. He was Chairman of Eni from 2002 to 2011. In 2008 he was named a Cavaliere del Lavoro of the Italian Republic.
lecturer in Company Economics at the Faculty of Economics and Commerce at the Luiss University of Rome. He was a member of the working group set up by the Ministry of Productive Activities for the reform of regulations on the extraordinary administration of major companies in crisis.
Born in 1966, he graduated in Economics and Finance and was awarded an Executive MBA at UCLA. He has been a professor in the Economics of Education at the University of Perugia since 2001. Since 1994 he has been a member of the Board of Directors of
companies such as SNAM Rete Gas, MCC and Fineco (Unicredit Group), Financo, Colacem, Colabeton and Santa Monica Misano Circuit. He also serves as Chairman of the GDS Group and Chief Executive Of cer of Goldlake Group.
Born in 1941. He is a co-founder and current Chairman of iGuzzini illuminazione and the new Chairman of Fimag, the family holding company that controls iGuzzini, F.lli Guzzini
and Teuco. Appointed a Cavaliere del Lavoro and awarded an Honoris Causa Degree in International Economics, he was elected Chairman of the Italian Design Council in 2009.
MAIRE TECNIMONT 37
The Board of Directors plays a central role in the corporate organization, and drives the pursuit of the strategic goals of the Company and the Group. It also checks that proper controls are in place to monitor progress. Apart from the powers granted to it under the law and the Articles of Association, the Board of Directors also exercises sole competence in the following matters:
Approval of Maire Tecnimonts and the Groups strategic, industrial and nancial plans and budgets;
Approval of the Companys rst quarter and rst half reports, including the consolidated accounts;
Assessment of the appropriateness of the general organizational, administrative and accounting structure of the Company and its strategically signi cant subsidiaries as drawn up by the Chief Executive Of cer, with speci c reference to the internal control system and the management of con icts of interest;
Periodic assessment of the Companys and Groups operating, nancial and stock market performance;
Approval of transactions entailing the acquisition and disposal of controlling interests in other companies and in important parts of the Groups and other companies businesses;
De nition of the Companys and the Groups corporate governance system and rules;
Formation and regulation of committees within the Board of Directors, the appointment of committee members and determination of their emoluments;
Conferment on and revocation of delegated powers from the Chief Executive Of cer, the Chairman and other Board members, and the determination of related emoluments;
Approval of transactions proposed by the Company and its subsidiaries that are likely to have a signi cant impact on the Companys strategy, operations, and nancial or equity situation;
Decisions pertaining to the exercise of voting rights in strategically signi cant direct subsidiaries, at the recommendation of the Chief Executive Of cer.
Functions of the Board of Directors
The Chairman of the Board of Directors also serves as the Chief Executive Of cer. 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 Boards opinion, justi ed by the organizational structure of the Company and the Group to which it belongs, and by the particular nature of the Companys business, which consists primarily of the management of operating subsidiaries and the management and coordination of Group companies. The Chairman, Fabrizio Di Amato,
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
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) de ning 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
also controls the majority of the shares in the Company through Maire Gestioni SpA. The Board of Directors has 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 speci cally reserved for the wholeBoard of Directors. At the same time it requires the CEO to report to the Board of Directors on activities undertaken in performance of his delegated powers onat least a quarterly basis.
stock options, of the Chief Executive Of cer and other Directors entrusted with speci c 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.
reports submitted by this function;(iii) assessing, together with the Companys administrative managers and auditors,the appropriateness of the accounting principles used and their uniform application for the purposes of drawing up the consolidated nancial statements; (iv) assessing proposals submitted by auditing rms competing for appointment as independent auditors, as well as assessing the auditing work schedule and results indicated in the report and suggestion letter.
The Chairman and Chief Executive Officer
Internal Control Committee
MAIRE TECNIMONT 39
In accordance with the provisions of the articles of association of the Company, the Board of Statutory Auditors is composed of three Statutory Auditors and two Alternate Auditors. The Auditors are appointed for a term of three nancial years, and remain in of ce until the approval of the nancial
statements pertaining to the third year oftheir appointment. The Shareholders Meeting on 28 April 2010 appointed the following Board of Statutory Auditors for three nancial years, until the approval of the nancial statements as at31 December 2012:
Board of Statutory Auditors
Born 1939. A graduate in Business Administration in Bologna, he is a Certi ed Public Accountant involved in Corporate Governance, Auditing and Accounting. He was managing partner of KPMG SpA, President of the External Audit Committee of the International Monetary Fund and President of
Born 1966, he graduated in Economics and Commerce. An auditor and chartered accountant since 1999, he has held the position of statutory auditor for several companies. He specializes in company
Born in 1947, he graduated with a Diploma in Economics and Business Administration and has been a chartered accountant since 1974. He currently runs the Board of Directors of Lexjus Sinacta (LS) in Turin, which has advisory of ces throughout Italy. He is an expert in commercial law, tax consultancy,
the Board of Statutory Auditors of Unicredit SpA. He currently holds the position of President of the Boards of Statutory Auditors of Coesia SpA, GD SpA, Unicredit Audit Sapa. He is also involved in several cultural and humanistic Associations and Foundations.
restructuring and M&A, and has signi cant experience in scal disputes and receivership. In 2009 he was awarded a Masters degree in IAS/IFRS.
and bankruptcy and a member of the Board of Auditors and Supervision for several companies. He specializes in valuations and restructuring. He has performed expert evaluations in M&A in the automotive market and collaborates with the Civil and Criminal Court of Turin.
STATUTORY BOARD OF AUDITORS 31 DECEMBER 2010
Born in 1967, he has an Economics and Business degree from La Sapienza University of Rome. In 1996 he was admitted to the Roll of Certi ed Chartered Accountants of Rome and the Roll of Auditors maintained by the Ministry of Justice. He has a Masters degree in Company Tax Law and a Masters degree in International Accounting Standards at the
Born 1976. He graduated in Economics at LUISS Guido Carli in Rome. A Master of Tax and an Executive Master in IAS/IFRS, he is an accountant and auditor. He is an effective auditor in several stock companies and teaches tax and accounting subjects at the Luiss Business School in Rome.
LUISS Guido Carli University of Rome.He teaches university courses and seminars and is a member of the Academic Board of the Accademia Romana di Ragioneria and collaborates with the Istituto per il Governo Societario. He has major experience in audit, accounting systems and business management consulting.
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 DecreeNo. 231/2001, of which the Code of Ethics is deemed to form an integral and signi cant part. The Model is made up of:
A rst 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;
A second part identifying activities at risk, operating procedures pertaining to the risk
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, the Board of Directors appointed the Administration, Finance and Control Director Massimo Sebastiani as manager in charge of the Companys nancial reports.
pro les identi ed in each operating unit, the structure and functioning of the Supervisory Body together with the information ows towards the said Supervisory Body, training and information activities, the disciplinary system; and
A third speci c part, setting forth the procedure of the adoption of the Model by the Company.
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), Luciana Rovelli and Mario Ruzza.
Organizational Model Pursuant to Legislative Decree No. 231/2001
Executive in Charge of Preparing the Companys Financial Accounts
MAIRE TECNIMONT 41
42 CORPORATE GOVERNANCE
As of April 2011
MAIRE TECNIMONT 43
Managing Director Tecnimont
Managing Director Met NewEn
Managing Director Tecnimont KT
Born in 1962, he graduated in Electrical Engineering in 1988. He joined Tecnimont in 1990 in the Project Management and Construction Department where he held different management positions in Italy and abroad before being appointed Head of the Construction Department in 2000. From 2005 until 2008 he was Managing
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
Born in 1963 in Rome, he graduated fromUniversity of Rome, La Sapienza, in 1988, in Chemical Engineering. After few years experience in the Project Execution Department, he moved to South Africa in 1992, where, as Project Manager, he was responsible for all production activities ranging from engineering design to
Director of Tecnimont ICB Pvt Ltd in India. Returning to the Milan Headquarters, he took up the position of Head of the Commercial Department at the end of 2008 before being appointed Managing Director of Tecnimont on 27 April 2010. He also serves on of the Board of TICB.
Tecnimont until early 2007 and then Managing Director of Maire Engineering in Turin until September 2008. Back to the Groups Milan Headquarters, he was rst appointed Senior Vice President Corporate Development and,in July 2009, he was entrusted with his current responsibility.
commissioning and start-up. Returning to Italy in 1996, he started work in the Sales Department and in 1998 took up the position of Deputy Sales Director. In 2002, he was nominated Vice President, Sales and Marketing, with full commercial responsibility for all products of the Company. He has been in his present position since April 2011.
Fabrizio Di AmatoChairman & CEO
Gianni BardazziSenior Vice President, Strategic Marketing and Special Initiatives
Massimo SebastianiSenior Vice President, Administration, Finance and Control
For their pro les see page 35
Managing Director Stamicarbon
Senior Vice President, Human Resources, Organization and ICT
Group Procurement Vice President
Head of Investor Relations
Born in 1964, he holds a Masters degree in Engineering (with honours) from Delft University of Technology in The Netherlands and various other degrees in Advanced Industrial Marketing, Strategic Management, Executive Leadership and Chemical Engineering. From 1989 to 2002 he held different positions in research, engineering, supply chain management, marketing and
Born in 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
Born in 1962, he graduated in Chemical Engineering in 1987. He joined Tecnimont in 1989 as a process engineer, becoming a Project Manager in 1997 and a Project Director in 2006. He has a broad experience in the management of large international EPC LSTK contracts and projects.In 2008 he was appointed Vice President of
Born in 1956 in Washington, DC (USA), 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 Studies of Johns Hopkins University. He started his career as an economist at the Federal Reserve Bank of New York, later working for Standard & Poors in country risk and bank analysis. At Merrill
Lawrence Y. Kay
sales and general management in DSM.He joined Stamicarbon in 2002 as Licensing Manager and was promoted to the positions of Vice President in 2004 and Managing Director in 2005. Currently he is the Chief Executive Of cer of Stamicarbon, Chairman of the Board of Noy Engineering and Chairman of the Steering Committee of the Maire Tecnimont Innovation Centre.
2005, taking up his current position and also that of Vice President, Human Resourcesand ICT of Tecnimont. Since April 2008 he has been Chairman and CEO of Sofregaz SA and, since October 2009, Supervisory Board Chairman of Stamicarbon BV. He is also a member of the Board of Directors of TWS SA, Engineering & Designs TICB Pvt Ltd, Tecnimont Civil Construction (formerlyMet Development) and Tecnimont.
Chemical & Petrochemical Operations, the traditional core business of Tecnimont.In January 2010 he was appointed to his current position for both Maire Tecnimont Group and Tecnimont. Since 2010 he has been President of the Italian Project Management Academy (IPMA).
Lynch he worked in International Capital Debt Markets. In 1991 he moved to Italy, where he worked as Head of Counterparty Risk Analysis, Head of International Debt Issuance, and Head of Investor Relations for various companies, including IMI SpA, Sanpaolo IMI SpA, Telecom Italia SpA and Capitalia SpA. He has been in his present position since September 2007.
MAIRE TECNIMONT 45
Senior Vice President, Corporate Initiatives
Managing Director Tecnimont Civil Construction
Born in 1954. A graduate in Civil Engineering, he started his career at Impresit as a structural engineer and worked on large hydroelectric projects at Impregilo. From March 2000 to September 2004 he was Head of Procurement at Maire Engineering and subsequently, also responsible for technical activities. In 2005 he was appointed Senior Vice President of Internal Auditing at Maire Tecnimont Group and, in January 2007, became the Groups Senior Vice President, Procurement. He has been in his present position since January 2010.
Born in 1945 in Rome, he graduated in Chemical Engineering in 1972 fromLa Sapienza University of Rome. He started his career as a process designer of re ning and petrochemical complexes and then worked as a project manager for Montedison.He joined Technip Italy in 1982 as Sales Director, opening up the Saudi Arabian market. In 1986 he became Head of Sales Network Developments and Investments
Antonio Savini Nicci
He was Managing Director of Met Development (now Tecnimont Civil Construction) from February to September 2010 and has been Chairman of MST (Manutenzione e Servizi Tecnici) fromJanuary 2009. He is also a Member of the Boards of Directors of nine Companies of the Maire Tecnimont Group. In October 2010 he was appointed a Member of the Supervisory Board of Stamicarbon and, in Februay 2011, a Member of the Supervisory Body of Maire Tecnimont and subsequently of Tecnimontand Tecnimont KT.
for Kuwait Petroleum Italia. From 1998 to 2007 he was Chief Executive Of cer of TAV, the subsidiary of Italian State Railways responsible for the development of thehigh- speed development network, and from 2000 to 2006 he was a member of Italys Board of Public Works. In April 2009 he was appointed Chairman of Technip KTI SpA.He is now Chairman and Managing Director of Tecnimont Civil Construction SpA.
WE MADE PASSION OUR RAW MATERIAL.
MAIRE TECNIMONT 49
Excellence in HSE performance anda proactive corporate vision were the hallmarks of the HSE Management System and related functions in 2010, further underlining that employee health, safety of operations and environmental protection and preservation remain a keystone of theMaire Tecnimont business vision.
The Groups Health, Safety and Environmental Management System has been further embedded in our permanent workplaces and construction sites. Each subsidiary
and operating unit has been involved in disseminating, reinforcing, verifying and improving the performance of the system, in order to implement the principles and objectives of the HSE policies set by the Groups top management. All new activities joining the Group are subject to those policies and are committed to adopting the HSE system.Maire Tecnimonts safety performance exceeds recognized national and international standards. The performance of our foreign
sites, where the overwhelming part of our construction activity takes place, underlines our excellent safety record, which is signi cantly better than the average for comparable activities. The following table presents 2010 data expressed as:
a) LTIF: Lost-Time Injury Frequency; b) TRIR: Total Recordable Injury Rate.
Re ecting common international practice, both indices are calculated and monitored according to OSHA (US Occupational Safety and Health Administration) regulations, and are compared with the averages for the international oil & gas and industrial construction sectors.
Outstanding HSE performances, measured as man-hours worked without LTIs, were recorded by the following projects: Q-Chem II, Qatar (28 million hours); Borouge 2, UAE(28 million hours); Pecem I & II, Brazil(10 million hours); Habshan 5, UAE(10 million hours); Itaqui, Brazil (1 million hours).
Maire Tecnimonts safety performance exceeds
recognized national and international standards.
7.1 HSE and Quality System
GROUP SAFETY PERFORMANCE
LTIF (OSHA Lost-TimeIncident Frequency Rate)
RIR (OSHA RecordableIncident Rate)
Oil & Gas Producers,Contractor Data **
Construction Industries Institute (CII) ***
MAIRE TECNIMONT SAFETY 2010(based on 57 million hours worked onsite abroad)
INTERNATIONAL REFERENCE BENCHMARKS
* KPI Key Performance Indicator ** Source: International Association of Oil & Gas Producers - Report No 439, May 2010. Safety Performance indicators - 2009 data. Contractor aggregated data. *** Source: CII Benchmarking & Metrics. Safety Report 2007. Aggregated data 2006 (BMM 2007 02 December 2007).
MAIRE TECNIMONT 51
Maire Tecnimont HSE System
The outstanding HSE performance in 2010 was a direct result of the Maire Tecnimont HSE Management System. This identi es legal and other applicable requirements (including national and international laws, local requirements, agreements with local authorities or customers, voluntary principles and codes of practice) and establishes appropriate HSE priorities, objectives and targets, as well as the appropriate organizational structures and programmes needed to achieve them.It also implements, controls and monitors any necessary preventive and corrective actions, and encourages cultural sensitivity when encountering local cultural behaviours.The Group believes that continuing improvement in HSE is a key means of ensuring that its operations adapt to changing conditions.
The consolidated HSE Management System is based on documents and procedures that provide a reference hierarchical structure for each location and therefore operate at different levels. The system de nes globaland local HSE requirements and providesfor proper record-keeping, allowing management to detect and evaluate potential deviations and apply prompt remedies. Regular HSE monitoring of subcontractorsis an important part of the activity. To achieve its objectives the HSE Management System imposes duties and responsibilities on all personnel involved in it. Meanwhile,the Quality & HSE Department regularly updates the system to take account of experience gained from internal veri cation and by the introduction of best practices gained from external collaboration with relevant business associations, universities, national and international authorities andcerti cation bodies. Regular auditing is an essential part of the HSE Management System. This is to verify compliance with company objectives and other requirements in order to identify and implement any necessary preventive or corrective measures. Top management is kept informed about audit results so that it can carry out regular HSE performance reviews and enforce the effectiveness of the system. The system is periodically reviewed to monitor the suitability of the HSE policy to evolving business conditions. Each new objective or target is set through an HSE improvement
plan issued under the authority of the Groups top management. Maire Tecnimont continues to tailor its HSE Management System for the growing number of worksites, the evolution of regulatory and voluntary standards, and the increasingly large and more complex projects the Group is handling.
Maire Tecnimont revised its HSE policy in 2010 to emphasize its willingness to incorporatean HSE vision in its commitment to sustainable development and social responsibility.The HSE Management System was veri ed according to the ISO standard 14001: 2004on environmental management and the OHSAS 18001: 2007 standard on occupational health and safety. The Group also intensi ed its efforts to disseminate HSE awareness at all levels, with special attention to key roles and responsibilities, throughout its expanding organization. The relevant personnel training programmes involved an even greater number of employees at various levels in the Groups business units and line functions. The HSE Management System is increasingly becoming a means of strengthening ties between different locations and business units across the Group, helping to create a common Maire Tecnimont business culture. At each site where the system has been introduced, the following actions were undertaken:
Updating and analysis of relevant documents and records;
Involvement of a legal expert in HSE work in cooperation with the worksites regular HSE function;
Identi cation and implementation of potential responses to new legislative requirements;
Establishment of training for personnel in different roles and responsibilities in HSE issues and their strategic importance for overall business development.
We aim in coming years to consolidate the HSE performance through the Group, to re ne the criteria for HSE monitoring, to update risk and impact analysis documents and action plans,to further standardize procedures across all the sites where the system is in use, and to enforce auditing activities at construction sites and of ces by increasing dedicated specialized resources.
MAIRE TECNIMONT 53
Maire Tecnimont has implementeda tailored Quality Management System (QMS) in accordance with the ISO 9001 standard since 1995. The general objectives of the QMS, as stated in the Groups Quality Policy, are: understanding and meeting customer needs; ful lment of contract obligations and meeting technical/economic requirements; compliance with standards and codes in force in the country of destination; and continuous improvement in quality performance.The relevant certi cation, upgraded to ISO 9001: 2008 during 2009, was recon rmed by Det Norske Veritas (DNV), followinga series of audits in 2010 at several of ces and construction sites. The certi cation covers a full range of services (e.g. from basic studies to turnkey projects) for all the business lines.
The basic references of the Maire Tecnimont Groups QMS documentation are the Codeof Ethics and the Organizational/Management Models (according to Italian Leg. Decree 231/2001). The documentation consists of the Quality Manual and Quality Policy, Organizational Procedures, and Work Instructions. All these documents are communicated to Company personnel through the corporate intranet, with dedicated information and training for new recruits.The Quality Policy is also displayed at
prominent locations in the Groups of ces. All employees participate in achieving its objectives by implementing the prescribed procedures and instructions, resulting in ef cient document control, supervision of equipment suppliers, construction monitoring and handover activities.
The QHSE Vice-President is appointed by the Groups top management to managethe QMS. Top management strives continually to improve QMS effectiveness, actively participating in regular quality management review meetings and analyzing and discussing QMS reports.
In 2010 the following main activities were carried out and their results analyzed and discussed: nearly 30 audits to Company functions, performed by quali ed internal auditors; about 130 project discipline audits on nine projects, including 35 audits at construction sites; ve customer satisfaction interviews to identify clients perception of Tecnimonts services; and 29 lessons-learned reviews, recorded and partly approved for implementation. Actions de ned during management reviews included revision of procedures and work instructions (51 were revised during 2010), improvement plans(for example, in procurement), and con rmation of objectives.
Maire Tecnimont continually develops its people management, aimed at developing its human capital by enhancing their professional value and integrating individual skills and organizational processes.The Group rmly believes that this is the way to maintain the competitive edge needed for its business strategies and objectives.
The Group organizes a number of training initiatives to improve and consolidate employee skills and capabilities, which are implemented across all its organizational units. It places special emphasis on project management training, which it considers an important step in professional growth as well as an opportunity to exchange work experiences. Above all, it is a core elementof the business and a key tool with whichto consolidate the corporate culture.In 2010, the Train the Trainer project involved four employees who were trained as project management course instructors. This is an interesting and highly innovative initiative that enables the Company to establish centresof excellence for project management training and theory and to contain training costs. The Company promotes the certi cationof project management skills according to the International Project Management Association (IPMA) system, which is designed for project managers and other key members of the project and back-up teams.New graduates are introduced to the
Company through special induction sessions designed to further their understanding of the corporate environment and to encourage the exchange of knowledge. The induction programme involves members of the Young Graduates Community in initiatives dedicated to swapping experiences and sharing the corporate culture. One example is theCultural Awareness at Work workshop, a key element in developing a multicultural spirit.The initiatives described above are the result of the de nition of the Group Leadership Model. Based on the inputs of corporate management, this sets out the founding values of the Maire Tecnimont corporate identity. Those values underpin the managerial style and conduct of the people who work for the Company, speci cally:
Passion for performance
We are committed to achieving our goals by cultivating best-in-class expertise;
Innovation to compete
We constantly challenge our path to market leadership by keeping open minds;
Commitment to people
We trust in the potential of our people and are passionately dedicated to their professional development.
7.2 Our People
MAIRE TECNIMONT 55
Maire Tecnimont Group believes that building constructive relations with its stakeholders is an important opportunity for growth and mutual engagement. In adopting this approach, our Group has made a rm commitment to society by playing an active role in the local communities in which we operate, as shown by the support given to the projects already under way. These actions con rm Maire Tecnimonts pledge to contribute to and participate in social
development in an enduring and stable manner.In addition to the Groups several sponsorships of socially committed associations, it launched, among other initiatives, two important CSR projects in 2010. The rst focuses on spreading information about the right to elementary school education in India and making it accessible. The second aims to encourage sport as a means to broaden social inclusion in Italy.
7.3 Corporate Social Responsibilty Projects
Education is a driver of socio-economic development, especially in developing countries. In early 2010 Maire Tecnimont, which has a long-established presence in India through Tecnimont ICB (TICB), embraced the cause of Save the Childrenby contributing 140,000 to an educational project designed to reduce the schooldrop-out rate, increase literacy and promote an innovative approach to learning programmes in the state of Maharashtra.
Maire Tecnimont Group and Save the Children joined forces to achieve a shared goal:to create a learning environment suitable for school children. The project targets areas of India where the paucity of proper schools is one of the main causes of high drop-out rates. Through the refurbishment of 49 schoolsin the Mumbai urban area and its rural outskirts,
the project aims to provide around 6,000 children aged between 6-14 years with a more tranquil school environment in which learning is tailored to their speci c needs in line with the Building as Learning Aid (BaLA) method. BaLA is an innovative child-centred
concept based on adapting permanent schooling facilities to the learning needs of the youngest children. Thus, the schools themselves become dynamic tools to concretize abstract concepts and make them more understandable: the stairs become a unitof calculation, the radiuses of door openings
Maire Tecnimont and Save the Children in India
are transformed into diagrams of angles, and the window grills make it easier to understand fractions, the whole building featuringa cheerful atmosphere of bright patternsand vibrant colours. BaLA facilitates and adds a fun factor to learning, but also improves teaching quality and student engagement. In particular, it breathes new life into existing school facilities through non-structural work that is, consequently, easier to achieve.In the belief that self-sustainability and the awareness of the people involved are a key factor of the projects success, the ongoing collaboration forged between Maire Tecnimont and Save the Children ensures that local stakeholders are involved in all the project development phases and beyond. Pupils, parents, teachers and local authorities are invited to participate in activities that promote sensibility and education based on the BaLA method and, once the schools modernization work is complete, also the management of the facilities. In addition, the project incorporates initiatives designed to inform and orient the children to the rights of childhood and related themes, considered an important and integral part of the main activities. The success of the initiative and the positive feedback received from those involved have encouraged the Group to continue its collaboration with Save the Children in 2011-12, when it will extend the project to another 13 Mumbai schools. Maire Tecnimont is convinced that supporting education is one of the best investments the Group can make
Maire Tecnimont Group and Save the Children joined
forces to achieve a shared goal: to create a learningenvironment suitable for
towards building a better future.In February 2011, a delegation of Maire Tecnimont employees visited two schools involved in the project. Representatives of Save the Children Italy and Save the Children India showed them the results achieved in
Maire Tecnimont Group rst sponsored the historic Lombard rugby team of ASD Rugby Monza 1949 in the 2008/2009 season and was proud to renew its sponsorship for the 2009/2010 and 2010/2011 seasons.The Groups ongoing commitment to sponsor the club attests to the value that Maire Tecnimont places on promoting education and sport in areas at risk of social marginalization. The team, with its 14 senior and junior teams and more than 300 player-members, is currently carrying out a training and school inclusion plan as part of the of cial programme of the Monza school board, which is responsible for primary, middle and high schools. In the past two years, the Rugby Monza instructors have been able to involve more than 5,000 students in the plan.
Rugby Monza Sponsorship
Team spirit, a goal-oriented strategy, careful preparation in the face of challenges, discipline as a way of life, and courage and determination to give momentum to each action: these are the values shared by the Group with the sport of rugby, and these are what young people can learn from thisnoble game. In 2010, the Rugby Monza club became an of cial supporter of the Franchigia degli Aironi rugby union. That is an honour but, above all, a great springboard for the young players in the team. It has already enabled two athletes from the Brianza area to enter the Elite Academy of Viadana and take their rst steps on the journey to becoming professional rugby players.
terms of the reconstruction of the schools and the improvement in learning. It was a great honour to be included in the visit, declared one of the Maire Tecnimont employees.The memories will forever remain etched in our minds.
MAIRE TECNIMONT 57
8 ENGINEERING CENTRES AND R&D
MAIRE TECNIMONT 59
Design of technological solutions for the whole natural gas chain: eld gathering, transport, underground storage, liquefaction, and regasi cation, LNG regasi cation plants;
Services from feasibility studies to complete project development and implementation.
Licensing and intellectual property; Process design packages of licensed urea
technologies; Process design packages of PET and
Over 130 staff Over 60 staff
Maire Tecnimont Engineering Centres
Paris, FranceSittard, The Netherlands
ENGINEERING CENTRES AND R&D
Belo Horizonte and So Paulo
MAIRE TECNIMONT 61
Coordination of the Groups worldwide operating centres in large EPC projects;
Process innovation and EPC expertise in chemicals, petrochemicals and oil and gas mega-projects;
Special competences in coal- red power plants and gas turbine combined cycles (GTCC);
Development of renewable energy initiatives; Advanced know-how in the design and
construction of transport infrastructure, speci cally in high-speed railways and mass transport systems;
Expertise in the design, construction and completion of complex civil and
Engineering and construction and execution of lump-sum turnkey projects worldwide;
Historic expertise in procurement, eld engineering installation, testing/calibration and commissioning;
Electrical & Instrumentation Construction Division.
Process engineering design and construction for gas treatment and hydrogen plants;
Critical and re nery red heaters and waste heat boilers;
Process and engineering design and construction for third-party licensed technologies in re ning, petrochemicals and chemicals.
Chemicals and petrochemicals with speci c know-how in the LyondellBasell Spherizone polypropylene process.
Design of LDPE plants based on high-pressure tubular reactors.
Engineering services in infrastructure, power plants and civil/industrial sectors.
About 1,700 staff *
Over 1,860 staff
Over 580 staff
About 70 staff
About 50 staff
About 60 staff
Belo Horizonte and So Paulo,Brazil
*During 2010 and rst-half 2011 the Turin and Bergamo centres were merged into the Milan Headquarters.
Maire Tecnimont has decided to foster innovation as one of the most important pillars of its growth strategy.In pursuit of this objective, it set up theMaire Tecnimont Innovation Centre in 2010 and also established R&D centres in all Group Companies. In 2011 the Group is planning to spend approximately three times more on innovation and R&D than in 2010.
The Group has also established alliances and partnerships with major Italian and European universities and research centres in speci c R&D projects and, more generally, to promote an open environment supportive of innovation.A recent important example is the cooperation with UCBM (Universita Campus Bio-Medico) of Rome, whereby Maire Tecnimont and TKT participate in the study programme for the
Maire Tecnimonts R&D portfolio includes a number of innovative projects in a broad range of areas. These include: catalytic cracking of H2S, novel geometry and architecture of steam reformer furnaces, catalytic partial oxidation andpropane-to-propylene processes, concentrated solar power based onmolten-salts heat transfer, biofuels from algae, CO2 removal and off-shore transportation, ultra-large LNG storage tanks, advanced measurements in urea reactors, a novel design of PET reactors, and gasi cation of plastic wastes. An important example in this category is the pilot plant built by TKT in Chieti in 2010, which represents one of the most advanced applications of membrane reactors in steam reforming.There are also a number of important R&D projects focusing on the development of internal know-how and innovative engineering tools. These are aimed mostly at enhancing established technologies in order to add value to plant and process designs and give the Group a competitive advantage in bidding for and implementing EPC projects. These projects have resulted, amongst others,
This is a signi cant step in its plans to build competitive advantage through innovation and growth of its licensing and EPC businesses. Maire Tecnimont is also leveraging the expertise and resources already present inthe Group by facilitating knowledge transfer and collaboration between its various operating companies.
new two-year masters degree in Chemical Engineering for Sustainable Development.In future the existing R&D cooperation with the Polytechnic of Milan will be enhanced by establishing new elds of interest. The current focus of cooperation is in R&D in gas treatment and in the executive masters course in nuclear plant construction management.
in the creation of proprietary engineering tools for the automation of gas turbine power plants. Similar tools are being developed in the areas of gas sweetening and thehigh-pressure emergency dischargeof tubular LDPE reactors.
In general, the R&D projects in established technologies can be grouped in the following categories:
Improved designs, processes and catalysts for advanced syngas and urea production;
Gas treatment, CO2 removal and transportation, and LNG storage;
Biofuels and chemicals from ethanol; Concentrated solar power (CSP) plants and
water desalination; Membrane reactors for chemical
production processes; Fluidodynamic models for the simulation of
the high-pressure emergency discharge of tubular LDPE reactors;
Automation of gas turbine power plants; Modelling of the absorption process with
amine solutions for sweetening acid gas streams.
Innovation and R&D
Alliances and Partnerships
ENGINEERING CENTRES AND R&D
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Tecnimont has previous experience of the nuclear sector, having participated in the design of the experimental PEC plant on Lake Brasimone for NIRA SpA in the early 1980s. The Group also employs several nuclear engineers and specialists in nuclear energy. Maire Tecnimont is investigating the possibility of forming alliances or partnerships with major worldwide players in the eld, in which it would deploy its expertise in large LSTK conventional power projects in the construction of the balance-of-plant (BOP) sections of nuclear reactors.
The Group has started an intensive training programme for its technicians, including participation in a familiarization course on Westinghouse AP1000 technology in Pittsburgh, PA. In 2009-2010 this course was attended by a team of Maire Tecnimont engineers with previous experience in nuclear engineering and power plant design.Maire Tecnimont has also been part of a team led by Westinghouse Electric Co. developing the 335 MWe IRIS (International Reactor Innovative and Secure) light water reactor.
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THERES NOTHING MORE CONCRETE THAN A VISION.
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Open innovation is the foundation for creating value by guaranteeing long-term, sustainable growth and ensuring competitiveness. For this reason Maire Tecnimonts top managementhas given innovation the highest priority and in October 2010 the Maire Tecnimont Innovation Centre (MTIC) was inaugurated.
The vision of the MTIC is to establish open innovation as an integral part of Maire Tecnimont Group culture. To make it a part of our Companies genes so that market, technological and scienti c developments can be shared across the Group to create and capture value, enable ideas generation, and promote cross-fertilization and implementation of new business models. MTIC will transform the Maire Tecnimont Group into the best-in-class for commercializationof technologies and intellectual assets. The Innovation Pipeline (IPL) is the foundation blockfor the MTIC.
The mission of the Maire Tecnimont Innovation Centre is to be the technology innovation and intellectual property (IP) centre for the Maire Tecnimont Group. It will establish a common platform for assembling a portfolio of patents across Group companies, while investing, leveraging and building on the competences and relationships already present in the Group.The MTIC will consolidate and increase the Groups portfolio of innovative proprietary technologies and promote a stronger coordination among all Group companies R&D activities. It will enhance the know-how already present in the Group by facilitating transfer of knowledge, collaboration between Group companies and alliance and partnerships with other companies. Finally, the MTIC will foster a patent/know-how culture and establish long-term strategic partnerships with universities and independent research organizations.
9 MAIRE TECNIMONT INNOVATION CENTRE
Innovation is the translation of new concepts and insights into successful applications in the market. This is achieved by continuous interaction between identi cation of market opportunities and the development of technical competences. The targeted coupling of technological insights and unmet market needs often leads to embryonic businesses, which can ultimately lead to successful products or processes.The innovation pipeline (IPL) methodologyis a systematic approach for assessing these embryonic business ideas and ensuring the commercialization of the most pro table ones. That is why the second stage of the IPL is a business feasibility check to identify the commercial possibilities as soon as possible. After ensuring that we know how we will bene t from the innovative idea, the next step
is technology development of this idea.This is done in the third and fourth stage of the IPL. It is of utmost importance that during these stages we not only develop the technology, but also protect our intellectual property. Protection is achieved by patenting and copyrighting where possible and enforcing con dentiality otherwise. The steps that we have to take in the IPL therefore de ne the pillars of the Innovation Centre. These are business intelligence, technology intelligence and intellectual asset management, which direct the process. Given the scarcity of resources in todays business world, it is vital to establish a ow of numerous embryonic ideas within the IPL to ensure the development of several successful new businesses.
The Innovation Pipeline
INNOVATION PIPELINE CHART
Idea Evaluation BusinessFeasibility
Ready to Market
1 2 3 4 5
INTELLECTUAL ASSET MANAGEMENT
MAIRE TECNIMONT INNOVATION CENTRE
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Since its inauguration on October 8 2010,the MTIC has already achieved tangible results. About 40 new projects have been launched in the innovation pipeline in different parts of the Company, which have already resulted in seven new patent applications. Eight more patents are pending. In addition, discussions on several potential strategic alliances and partnerships have been