Corporate Governance

The Corporate Governance section contains the Corporate Profile, the Company by Laws and Codes and Procedures adopted by the Company. In particular, you can find the Corporate Governance Report, the Procedure for the handling of Inside Information, the Internal Dealing Code of Conduct, the Code of Ethics and Business Conduct, the Organizational, Management and Control Model and the Procedures regarding Related Party transactions.

Board of Directors

SectionProfileRole

Board of Directors

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Massimo della Porta

President

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Giulio Canale

Vice President and Managing Director

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Alessandra della Porta

Director (1) (4)

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Francesca Corberi

Director (1)

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Luigi Lorenzo della Porta

Director (1)

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Andrea Dogliotti

Director (1)

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Adriano De Maio

Director (1) (3)

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Stefano Proverbio

Director (1) (2) (4) (5) (6) (8)

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Gaudiana Giusti

Director (1) (2) (4) (5) (6) (7) (8)

SAES Getters | Maria-Pia-Maspes

Maria Pia Maspes

Director (2) (5) (6) (8) (9)

Board of Statutory Auditors

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Vincenzo Donnamaria

President

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Maurizio Civardi

Statutory Auditor

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Sara Anita Speranza

Statutory Auditor (8)

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Massimo Gabelli

Alternate Statutory Auditor

SAES Getters | Silvia-Olivotto

Silvia Olivotto

Alternate Statutory Auditor

Audit Firm

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KPMG S.p.A.

Audit firm (9)

(1) Non-executive Director
(2) Independent Director, pursuant to the criteria of the Code of Corporate Governance of the Italian Stock Exchange and according to article 147-ter, paragraph 4 and Article 148, paragraph 3 of Legislative Decree 58/1998
(3) Independent Director, pursuant to the combined provisions of article 147-ter, paragraph 4, and article 148, paragraph 3, of Legislative Decree 58/1998
(4) Member of the Remuneration and Appointment Committee
(5) Member of the Audit and Risk and Sustainability Committee
(6) Member of the Committee for Transactions with Related Parties
(7) Lead Independent Director
(8) Member of the Supervisory Body
(9) Appointed for the years 2022-2030 by the Shareholders’ Meeting held on April 21, 2022
(10) Appointed for the years 2020-2022 by the Special Meeting of Holders of Savings Shares held on April 21, 2020

The mandate of the Board of Directors and of the Board of Statutory Auditors, elected on April 20, 2021, will expire on the same date of the Shareholders’ Meeting in which the financial statements for the year ended December 31, 2023 are approved.

Powers

Pursuant to article 20 of the Articles of Association, the President and the Vice President and Managing Director are each of them separately entrusted with the legal representation of the Company, for the execution of Board of Directors’ resolutions, within the limits of and for the exercise of the powers attributed to them by the Board itself.

Following the resolution adopted on April 20, 2021, the Board of Directors granted the President and the Vice President and Managing Director the powers of ordinary and extraordinary administration, with the exception of the powers strictly reserved to the competence of the Board or of those powers reserved by law to the Shareholders’ Meeting.

The President Massimo della Porta is also Group Chief Executive Officer. The Vice President and Managing Director Giulio Canale is also Deputy Group Chief Executive Officer and Group Chief Financial Officer.

Committee


  • Stefano Proverbio (President)
  • Alessandra della Porta
  • Gaudiana Giusti
  • Stefano Proverbio (President)
  • Gaudiana Giusti
  • Maria Pia Maspes
  • Gaudiana Giusti (President)
  • Stefano Proverbio
  • Maria Pia Maspes
  • Stefano Proverbio (President)
  • Gaudiana Giusti
  • Sara Anita Speranza
  • Maria Pia Maspes
  • Fabio Innocenzi

Company by-laws


Company By-laws (clean version)

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Last update: Jun 21, 2023 03:30pm

Company By-laws (markup version)

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Last update: Feb 01, 2024 05:41pm

Corporate Governance Report


Report on corporate governance and ownership 2022

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Last update: Mar 14, 2023 12:00am

SAES Getters S.p.A. Corporate Governance model is basically aligned with the recommendations set forth in the Corporate Governance Code for Listed Companies updated in January 2020 by the Corporate Governance Committee and promoted by Borsa Italiana S.p.A. (hereinafter the ” Code”), with which the Board of Directors resolved to comply. This decision is based on the belief that the principles and the provisions therein expressed contribute in a significant way to ensure a suitable corporate and business management, to create value for shareholders, to increase the level of interest and confidence both by national and international investors.


Codes

On December 22, 2004 the Board of Directors of the Company adopted the Code of Ethics and Business Conduct, which forms integral part of the Model of Organization, Management and Control approved, on the same date, pursuant to the new set of rules recently enacted in Italy (the Legislative Decree no. 231/2001 on “Regulations on the Administrative Responsibility of Legal Persons”).

Code of Ethics and Business Conduct

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Last update: May 13, 2014 03:35pm

The Code of Ethics and Business Conduct of Saes Getters S.p.A. identifies the Company’s principles and values, drawing attention to rules of conduct which are of fundamental importance for the correct operation and the reliability of the SAES Getters’s management and image.


Supplier Code of Conduct

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Last update: Jul 18, 2019 12:00am

The adopts and promotes amongst its stakeholders an approach that is consistent with its strategic and operating objectives and compliant with the law and applicable regulations. The Supplier Code of Conduct applies to all SAES suppliers, which are, in turn, encouraged to share it and to promote its application amongst their own suppliers, thus supporting the sustainability of the overall supply chain.


Anti-corruption code

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Last update: Apr 18, 2019 12:00am

With the aim at promoting compliance with ethical standards, national and international regulations related to the prevention of corruption of public and private entities, the Board of Directors of SAES Getters S.p.A. approved an Anti-Corruption Code on 18 April 2019 that applies to all Group companies.


Code of Business conduct

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Last update: Apr 18, 2019 03:39pm

Fully aware of the responsibilities towards its customers and the communities in which SAES operates, the Board of Directors of SAES Getters S.p.A. approved a Code of Business Conduct on April 18 2019 that defines and regulates the behaviors that employees, directors, collaborators and partners of SAES shall follow in the daily business management.


Conflict Minerals and Cobalt Policy

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Last update: Jul 21, 2010 03:41pm

In response to the violence and human rights violations in the extraction of some minerals from the “Conflict Region”, located in the eastern part of the Democratic Republic of Congo (DRC) and adjoining countries, SAES is committed to support the humanitarian goal of ending the violent conflict in those areas.


Model 231


The organizational, management and control model according to the requirements laid down in Legislative Decree 231/2001

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Last update: Jun 21, 2023 03:46pm

According to the Legislative Decree 231/2001, introducing the organizational, management and control model (hereinafter “Model”), Saes Getters S.p.A. (hereinafter “SAES”), sensitive to the need to ensure conditions of correctness and transparency in the conducting of company affairs and activities, and to the protection of its position and image, the expectations of its shareholders and the work of its employees, has decided to adopt its organizational, management and control instruments to the requirements expressed by the Decree.

This decision has been taken in the belief that the adoption of the Model may represent not only an effective way of raising the awareness of all those who work on behalf of SAES with regard to the correct and consistent behaviors that they must adopt in the performance of their duties, but also a necessary mean of preventing the risk of the crimes specified in the Decree being committed.


Policies & Procedures

In this section are available the relevant SAES Getters policies and procedures related to Corporate Governance matters.

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