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Corporate Governance Report

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 July 2015 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.
The Company yearly provides dedicated information on the manner in which the Code and its recommendations have been concretely implemented in the annual report on Corporate Governance.

In compliance with the Code, the Board:

  • confirmed the central role played by the Board of Directors within the Corporate Governance model of the Company, implementing the annual self assessment recommendations;
  • set forth the criteria to establish the maximum number of offices as director or auditor that may be considered compatible with an effective performance of a Company director’s duties;
  • formalized the implementation of principles and criteria referring to the definition of executive directors and number, role and features of non executive directors as well; 
  • complied with the more stringent recommendations of the Code on independent directors;
  • resolved upon implementing the internal control system guidelines, in order to update it with the international best practice, appointing the Managing Directors as the executive directors in charge of supervising the functionality of the internal control system;
  • revised the competences of the Audit and Risk Committee also to take into account the recent Amendment act to the Savings Law (Law No. 262/2005);
  • better identified the competences of the Compensation Committee, giving it also the functions of the Appointment Committee and naming it Remuneration and Appointment Committee;
  • revised and amended principles, criteria and terms of approval of the transactions having a significant impact on the Group and/or involving related parties.

You can view the 2016 Corporate Governance report approved by the Board of Directors on March 15, 2017 - in PDF format - by clicking the following link:

To compile the report, the Company has largely used the format circulated by Borsa Italiana S.p.A. in January 2017 (VI edition), applying the "comply or explain" principle and therefore stating the reasons for the failure to comply with one or several provisions, as well as indicating the corporate governance practices actually applied by the Company beyond the obligations prescribed by laws and regulations, pursuant to article 123-bis of the Consolidatde Financial Act and article 89-bis of the Regulations for Issuers.

 

 

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