Expert Corporate Governance Service (ECGS)
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Tenaris - AGM 06 May 2019

As in previous years, we continue to have concerns regarding the overall governance of the Company.

First of all, there is a lack of disclosure regarding executive compensation. Furthermore, we note that non-executives receive a fixed fee that does not appear to be linked with attendance, nor are the meetings and attendance rates at board meetings disclosed. Hence, we recommend shareholders to OPPOSE to ITEM 7 (approval to set the board of directors’ compensation).

There is a lack of independent members and gender diversity on the board. ECGS considers 2 of the 11 directors to be independent (18%), which does not meet ECGS' guidelines of 50% minimum, and only 1 woman will be serving on the board (9%), which does not meet ECGS' guidelines of 30% minimum.

Under ITEM 6, while we support the re-election of board members on a yearly basis, we believe that shareholders should have the opportunity to vote on each re-election separately, as opposed to electing the board as a slate. Furthermore, we find the practice of slate elections deeply out of step with good corporate governance practices and urge the Company to implement individual elections. Therefore, we recommend to OPPOSE.

Tenaris S.A.

Tenaris manufactures and supplies seamless steel pipe products for the global oil and gas industry, as well as other industrial applications. Co. operates an integrated worldwide network of steel pipe manufacturing, research, finishing, and service facilities with industrial operations in the Americas, Europe, Asia, and Africa. Co. produces pipes for boilers, heat exchangers, hydraulic cylinders, automotive, structural and other industrial applications and supplies welded steel pipes for oil and gas pipelines in the South American region. Its principal products include casing, tubing, line pipe, and mechanical and structural pipes. Co.'s organizes its business around one segment: Tubes.


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