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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 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.

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;

  • adopted the BOD Rules that govern the makeup, duties and operation of the board;

  • adopted the Dialogue Policy with shareholders and all investors;

  • 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 2022 Corporate Governance report approved by the Board of Directors on March 14, 2023 - in PDF format - by clicking the following link:

When drafting the Report, the Company mainly used the format circulated by Borsa Italiana S.p.A. in January 2022 (IX edition), applying the “comply or explain” principle (indicating, if and how it disregarded/deviated from one or more recommendations, describing the reasons for the deviation and how the decision to deviate from the recommendation was adopted by the Company, if there is a precise time frame for the deviation and how the choice "derogating" from the Code contributes to the solid corporate governance of the Company), indicating the corporate governance practices actually applied by the Company beyond the obligations laid down in laws and regulations, pursuant to article 123-bis of Consolidated Finance Law and article 89-bis of the Regulations for Issuers.



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