We actively promote a culture of transparency and integrity based on ethical behavior and compliance with the law. Our Code of Conduct is the cornerstone of that effort. The Compliance Line, which is available in ten languages, allows employees, customers, suppliers and other interested parties to report, on a confidential basis, any conduct contrary to the Code of Conduct or its principles.
Reports may be sent in writing through an electronic report generated via our Compliance Line
Or by calling the toll-free numbers available around the clock in most of the countries where Tenaris operates.
Tenaris is committed to building a corporate culture of transparency and integrity based on ethical behavior and compliance with law. This is essential for the long-term sustainability of our business in a competitive market environment.
We have an active company-wide Business Conduct Compliance Program (BCCP) which fosters a culture of ethical conduct. Employees are expected and trained to be responsible for the decisions in their daily work, and we require strict compliance with laws and regulations at all levels.
We have implemented a framework of preventive measures to fight corruption and bribery. The Compliance Program has stringent and consistent risk assessments, enabling us to identify and prevent breaches.
We ensure that relevant policies and procedures are communicated to the entire organization through internal communication channels and frequent training.
Tenaris believes that working with ethical and reputable third parties is essential for the performance of its operations. Tenaris expects anyone engaged in any business and professional relationship that involves Tenaris, to conduct themselves with the highest ethical standards and integrity and in compliance with the applicable laws.
The compliance program for our suppliers of goods and services aims to minimize risks and foster a culture centered around ethical conduct for partners and representatives of Tenaris.
This code of ethics applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and is intended to supplement our Code of Conduct.
We act in compliance with the Universal Declaration of Human Rights, the principles articulated in the International Labour Organization’s Declaration of Fundamental Principles and Rights at Work and the United Nations Global Compact, and all human rights laws, rules and regulations applicable in the jurisdictions where we conduct our business.
We are a global company with our holding company organized under Luxembourg law. Our ADSs trade on the New York Stock Exchange and shares on the Italian Stock Exchange and the Mexican Stock Exchange. Responsibility for Tenaris management resides with our board of directors, comprised of 11 directors, four of whom qualify as independent under applicable US securities regulations and under the company’s articles.
Summary of the significant ways in which our corporate governance practices differ from the corporate governance standards required for controlled companies by the exchanges on which our shares trade.
Each share is of par value U.S.$ 1.00 per share and entitles the holder thereof to one vote at Tenaris's general shareholders' meetings.
The following holders have notified Tenaris of holdings in excess of 5% of its voting rights:
HOLDER: San Faustín S.A.
NUMBER OF SHARES: 713,605,187
PERCENTAGE OF SHARE CAPITAL: 61.37
San Faustin owns all of its shares in the Company through its wholly-owned subsidiary Techint Holdings S.à r.l. The Dutch private foundation (Stichting) Rocca & Partners Stichting Administratiekantoor Aandelen San Faustin ("RP STAK") holds voting rights in San Faustin sufficient to control San Faustin. No person or group of persons controls RP STAK.
Under Luxembourg legislation implementing the EU Transparency Directive, each investor in Tenaris’s securities should notify Tenaris and the Luxembourg securities commission (the CSSF) on an ongoing basis whenever the proportion of Tenaris’s voting rights held or controlled by such investor reaches, exceeds or falls below any of the following thresholds: 5%, 10%, 15%, 20%, 25%, 33.33%, 50% and 66.66%. The number of securities and votes set forth above should be used for purposes of determining whether an investor reaches or exceeds each such threshold.
Any such notification to Tenaris under the Luxembourg Transparency Law or its regulations should be made in writing no later than six trading days following the date of the transaction giving rise to the notification obligation, or four trading days following Tenaris’s announcement of an amendment to the total number of voting rights outstanding, using special forms (ANNEXE A and ANNEXE A bis) and sent electronically to investors@tenaris.com or by post to:
Tenaris S.A.
26, Boulevard Royal
L-2449 Luxembourg
Att: Company Secretary
Any notification to the CSSF shall be made in accordance with CSSF regulations, including Circulaires CSSF 08/337 and CSSF 08/349, as amended.
This information does not constitute legal advice. Investors are encouraged to seek advice of counsel in connection with their obligations under applicable law and the consequences of failing to comply with any such obligations.
Visit our Investor Relations site for an archive of our meetings.
Transactions by persons discharging managerial responsibilities
Our board of directors has an audit committee with three independent members. Its charter includes oversight of the integrity of our financial statements; the effectiveness of internal controls, risk management and internal audit over financial reporting; and the independence and performance of external auditors.
In addition, the audit committee is required to review material transactions with related parties in order to determine whether their terms are consistent with market conditions or are otherwise fair to the company and/or its subsidiaries.
We have established a process of risk identification and management. At the helm of the processes is our Critical Risk Committee (CRC), which is tasked with assisting the board of directors, the audit committee and the CEO in the oversight and monitoring of risks, the development of mitigating actions and the monitoring of action plans.