Tenaris has one class of shares, with each share having equal rights including the entitlement to one vote at our shareholders’ meetings. Our articles of association provide that the annual ordinary shareholders’ meeting, which approves the annual financial statements and appoints the board of directors, shall occur on the first Wednesday during the month of June.

Board of directors

Management of the company is vested in a board of directors. Our articles of association provide for a board of directors consisting of at least five and at most fifteen directors. The board of directors is required to meet as often as required by the interests of Tenaris and at least four times per year. A majority of the members of the board constitutes a quorum, and resolutions may be adopted by the vote of a majority of the directors present. In the case of a tie, the chairman is entitled to cast the deciding vote. Directors are elected at the annual ordinary shareholders’ meeting to serve one-year renew-able terms, as decided by the shareholders. Our current board of directors is comprised of nine directors, three of whom are independent directors.

Audit committee

Tenaris has an audit committee composed of three independent members. The members of the audit committee are not eligible to participate in any incentive compensation plan for employees of the company or any of its subsidiaries. The audit committee shall:

	assist the board of directors in fulfilling its oversight responsibilities relating to the integrity of the financial statements of the company, the company’s system of internal controls and the independence and performance of the company’s independent auditors;
	review material transactions between the company and its subsidiaries with related parties to determine whether their terms are consistent with market conditions or are otherwise fair to the company and its subsidiaries, and
	perform the other duties entrusted to it by the board of directors, particularly as regards relations with the independent auditor. The audit committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it shall have direct access to the independent auditors as well as anyone in the company and, subject to applicable laws, its subsidiaries.

The audit committee has to report to the board of directors on its activities and the adequacy of the internal control system at least every six months, at the time the annual and semi-annual accounts are approved.

Auditors

The annual accounts are audited by independent auditors, appointed by the annual ordinary shareholders’ meeting. The ordinary shareholders’ meeting shall determine their number and the term of their office, which shall not exceed one year. They may be reappointed and dismissed at any time. Price Waterhouse & Co. S.R.L. served as our auditors during the 2004 fiscal year and have been reappointed for the 2005 fiscal year. As part of their duties, they report directly to the audit committee.

Code of Conduct

Tenaris has a Code of Conduct incorporating guidelines and standards on integrity and transparency applicable to all its employees and its directors.

This Code of Conduct establishes the ethical principles that form the basis for relations between the company, its employees and third parties and provides means and instruments to give transparency to issues and problems that may have a bearing on the management of the company.

Code of Ethics for Senior Financial Officers

Tenaris also has a Code of Ethics for Financial Officers, which applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and is intended to supplement the Company’s Code of Conduct.