SAES GETTERS S.P.A. The present is the English translation of the Italian official report approved by the
Board of Directors on March 14, 2024. For any difference between the two texts, the Italian text shall prevail.
REPORT ON CORPORATE GOVERNANCE AND
OWNERSHIP STRUCTURE
Drawn up under article 123-bis Consolidated Finance Law
(Traditional administration and control model)
Issuer: SAES®Getters S.p.A. - Viale Italia 77 - 20045 Lainate (MI)
Website:www.saesgetters.com
Financial year to which the Report refers: 2023
Date of approval of the Report: 14 March 2024
CONTENTS
GLOSSARY .................................................................................................................................................. 5
1. PROFILE OF THE ISSUER ....................................................................................................................... 7
2. INFORMATION ON OWNERSHIP STRUCTURES .............................................................................. 11
2.1. Share capital structure (pursuant to article 123-bis, paragraph 1, letter a), of Consolidated
Finance Law) ....................................................................................................................... 11
2.2. Restrictions on the transfer of shares (pursuant to article 123-bis, paragraph 1, letter b),
Consolidated Finance Law) ................................................................................................... 13
2.3. Significant investments in capital (pursuant to article 123-bis, paragraph 1, letter c),
Consolidated Finance Law) ................................................................................................... 13
2.4. Shares with special rights (pursuant to article 123-bis, paragraph 1, letter d), Consolidated
Finance Law) ....................................................................................................................... 14
2.5. Employee share ownership: system for exercising voting rights (pursuant to article 123-bis,
paragraph 1, letter e), of Consolidated Finance Law) ............................................................... 15
2.6. Restrictions on voting rights (pursuant to article 123-bis, paragraph 1, letter f), Consolidated
Finance Law) ....................................................................................................................... 16
2.7. Shareholders' Agreements (pursuant to article 123-bis, paragraph 1, letter g), Consolidated
Finance Law) ....................................................................................................................... 16
2.8. Change of control clauses (pursuant to article 123-bis, paragraph 1, letter h), of Consolidated Finance Law) and provisions laid down by the Articles of Association on Takeover Bids (pursuant
to articles 104, paragraph 1-ter, and 104-bis, paragraph 1 of Consolidated Finance Law) ........... 16
2.9. Authorisations to increase share capital and authorisations to purchase treasury shares
(pursuant to article 123-bis, paragraph 1, letter m), of Consolidated Finance Law) ..................... 17
2.10. Management and Coordination (pursuant to articles 2497 et seq. of the Italian Civil Code) . 18
3. COMPLIANCE (pursuant to article 123-bis, paragraph 2, letter a), Consolidated Finance Law) ... 20
4. BOARD OF DIRECTORS ....................................................................................................................... 20
4.1. Role of the Board of Directors ......................................................................................... 20
4.2 Appointment and replacement of directors (pursuant to article 123-bis, paragraph 1, letter l),
Consolidated Finance Law) ................................................................................................... 28
4.2.1. Succession plans ......................................................................................................... 32
4.3. Composition (pursuant to article 123-bis, paragraph 2, letters d) and d-bis), Consolidated
Finance Law) ....................................................................................................................... 33
4.3.1 Diversity in the administrative body (and in the control body) .......................................... 44
4.3.2. Maximum number of positions held in other companies .................................................. 47
4.4. Role of the Board of Directors (pursuant to article 123-bis, paragraph 2, letter d),
Consolidated Finance Law) ................................................................................................... 48
4.5. Delegated Bodies ........................................................................................................... 52
4.5.1. Managing Directors ..................................................................................................... 52
4.5.2. Chairman of the Board of Directors ............................................................................... 60
4.6. Other Executive Directors ............................................................................................... 62
4.7. Independent Directors .................................................................................................... 63
4.8. Lead Independent Director ………………………………………………………………………… .69
5. MANAGEMENT OF COMPANY INFORMATION ................................................................................ 69
6. COMMITTEES WITHIN THE BOARD (pursuant to article 123-bis, paragraph 2, letter d), of
Consolidated Finance Law) ...................................................................................................................... 73
6.1. Audit, Risk and Sustainability Committee ...................................................................... 74
6.2. Remuneration and Appointments Committee ................................................................. 74
6.3. Executive Committee .................................................................................................... 79
7. DIRECTOR SELF-ASSESSMENT AND SUCCESSION ........................................................................ 80
7.1 Self-assessment ……………………………………………………………………………………… 80
7.2 Successione degli amministratori ………………………………………………………………… .. 81
7.3 Comitato Nomine …………………………………………………………………………………… 81
8. REMUNERATION OF DIRECTORS ...................................................................................................... 81
8.1 Comitato Remunerazione ………………………………………………………………………… .. 81
9. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM ............................................................ 82
9.1 Composition and operation of the Audit, Risk and Sustainability Committee ... ……………… 92
9.2. Tasks assigned to the Audit, Risk and Sustainability Committee ........................................ 94
9.3. Executive Director in charge of the Internal Control and Risk Management System ............. 97
9.4. Internal Audit & Risk Management Department ............................................................... 98
9.5. Organisational Model pursuant to Italian Legislative Decree no. 231/2001 ........................ 101
9.6. Supervisory Body ......................................................................................................... 105
9.7. Audit Firm ................................................................................................................... 109
9.8. Officer in Charge of the preparation of the Company's accounting documents and other
corporate roles and functions .............................................................................................. 109
9.9. Coordination of the subjects involved in the check of the Internal Control and Risk
Management System .......................................................................................................... 110
10. INTERESTS OF DIRECTORS AND TRANSACTIONS WITH RELATED PARTIES ......................... 111 3
10.1 Committee for transactions with related parties ……………………………………………… 112
11. APPOINTMENT AND REPLACEMENT OF STATUTORY AUDITORS ........................................... 113
12. COMPOSITION AND OPERATION OF THE BOARD OF STATUTORY AUDITORS (pursuant to article 123-bis, paragraph 2, letters d and d-bis, of Consolidated Finance Law) ............................... 116
13. INVESTOR RELATIONS ................................................................................................................... 123
14. SHAREHOLDERS' MEETINGS (pursuant to article 123-bis, paragraph 2, letter c), of Consolidated
Finance Law) ........................................................................................................................................... 127
14.1. Regulations for the Shareholders' Meeting ................................................................... 132
14.2. Special Meeting of holders of Saving Shares ................................................................. 132
14.3 Increased Voting Rights ............................................................................................... 134
14.4 Significant changes in the market capitalisation of shares .............................................. 134
14.5. Significant changes in the company structure ............................................................... 134
15. ADDITIONAL CORPORATE GOVERNANCE PRACTICES .............................................................. 135
16. CHANGES AFTER THE REPORTING PERIOD ................................................................................ 135
17. CONSIDERATIONS ON THE LETTER DATED 14 DECEMBER 2023 .............................................. 135
TABLE 1 - BOARD OF DIRECTORS STRUCTURE AT THE CLOSING DATE OF THE FINANCIAL YEAR
....................................................................................................................................... 139
TABLE 2: BOARD COMMITTEES STRUCTURE AT THE CLOSING DATE OF THE FINANCIAL YEAR
............................................................................................................................................. 142 TABLE 3: BOARD OF STATUTORY AUDITORS STRUCTURE AT THE CLOSING DATE OF THE
FINANCIAL YEAR .................................................................................................................. 144
GLOSSARY
Independent Director: member of the Board of Directors of the Company satisfying the independence requirements provided for in articles 147-ter, paragraph 4, and 148, paragraph 3, of the Consolidated Finance Law and/or of Corporate Governance Code.
Code / CG Code: the Corporate Governance Code of the listed companies approved in January 2020 by the Committee for Corporate Governance.
Civil Code: Italian Civil Code.
CG Committee: the Italian Committee for Corporate Governance for listed companies, promoted not only by Borsa Italiana S.p.A., but also ABI, Ania, Assogestioni, Assonime and Confindustria.
Board: the Board of Directors of the Company.
Dialogue: dialogue between the Board of Directors and Shareholders/Investors, to be carried out through the CEO and/or the Deputy CEO, possibly with the support of the Investor Relator, on topics under the responsibility of the board specified in paragraph 2 b) of the Dialogue Policy with shareholders and all investors that the Board adopted on 14 October 2021.
Managers with Strategic Responsibilities (or also Top Management under the CG Code): these are resources that cover organisational roles with powers and responsibilities, directly and indirectly, relating to planning, management and control activities within the Company. The definition includes directors (executive and non) of the Company itself and also includes standing auditors of the Board of Statutory Auditors, as defined by the rules adopted by Consob with resolution No. 17221 of 12 March 2010, as amended and supplemented, in relation to operations with related parties. Directors and Managers with Strategic Responsibilities: the directors identified at the unquestionable discretion of the Board of Directors from among those reporting directly to the Executive Directors, who are members of the Corporate Management Committee and other managers that the Board of Directors, also at its unquestionable discretion, deems to hold strategic organisational roles within the Company; in both cases, with a duration of global service of at least three years with the Company.
Financial Year: 2023 financial year (01.01.2023-31.12.2023).
Savings Law: Italian Law on protection of savings of 28 December 2005, no. 262.
Model 231: the organisational, management and control model pursuant to Italian Legislative Decree no. 231 of 8 June 2001 approved by the Board of Directors of SAESGetters S.p.A. on 22 December 2004 and subsequent amendments, as last updated on 13 July 2023 and 19 December 2023.
Accounting Control Model: the Administrative and Accounting Control Model adopted by the Board of Directors of SAES Getters S.p.A. on 14 May 2007 and subsequently amended also in light of the provisions introduced by the Savings Law, as most recently updated on 19 December 2023.
Material Transactions: means the Company's and its subsidiaries' transactions with a significant strategic, economic, equity and financial bearing on the company itself and that have been classified as such by the Board of Directors. Extraordinary transactions are included in the Material Transactions. These include, but are not limited to: capital increases and reductions, transfers/disposals/acquisitions of companies and/or company branches or real estate property, mergers/demergers, not to mention the transactions that exceed the limits of the powers bestowed upon the Managing Directors.
Dialogue Policy: the policy for dialogue with shareholders and all investors that the Board passed on 14 October 2021, posted on the Company website at this linkhttps://www.saesgetters.com/it/investor-relations/governo-societario/policy-e-procedure.
BOD Rules: means the rules that govern the makeup, duties and operation of the Board, passed with resolution of the Board on 14 October 2021, as most recently updated on 13 July 2023.
Issuers' Regulations: the Regulations issued by Consob with resolution no. 11971 of 14 May 1999 (and subsequent amendments and additions) on issuers.
Market Regulations: the Regulations issued by Consob with resolution no. 20249 of 28 December 2017 on markets.
Regulations of Related Parties: the Regulations issued by Consob with resolution no. 17221 of 12 March 2010 (and subsequent amendments and additions) in matters of transactions with related parties.
Report: the Report on corporate governance and ownership structures that companies are obliged to draw up pursuant to articles 123-bis of Italian Consolidated Finance Law and 89-bis Consob Issuers' Regulations.
Remuneration Report: report on the remuneration policy and the payments made drafted and published by the Company in accordance with Article 123-ter Consolidated Finance Law and 84-quater Consob Issuers' Regulations, on the Company website at this linkhttps://www.saesgetters.com/it/investor-relations/governo-societario/policy-e-procedure.
Company: SAES Getters S.p.A.
Strategic Companies: means companies with a significant strategic, economic, equity and financial bearing on SAES.
Articles of Association: the Articles of Association of the Company, in the current version (amended on 4 August 2023 when the condition affixed to the resolutions of the shareholders' meeting of 31 May 2023 was met).
Consolidated Finance Law: Italian Legislative Decree no. 58 of 24 February 1998.
In addition to the words and expressions defined in this paragraph or in the other paragraphs of this report, for the meaning of the words and expressions under the capital letter in this report and not explicitly stated here, see the definitions in the CG Code and/or Remuneration Report and/or Dialogue Policy, the latter two of which are on the Company website.
1. PROFILE OF THE ISSUER
A pioneer in the development of getter technology, SAES Getters S.p.A., together with its subsidiaries, (hereinafter the "SAES® Group" or "SAES" or the "Group") is the world leader in a variety of scientific and industrial applications.
The Group operates in diversified international markets with dedicated divisions, in different technological contexts and, as it is known, the Group management requires a multi-business approach, working in markets and sectors at differentiated speeds, requiring complex skills and significant cultural-managerial flexibility.
In particular, the Group operates through different divisions, all united by research in technological innovation; it invents and produces in-house new families and new compounds of "functional" materials, i.e. materials with special usage characteristics used in various sectors, including consumer electronics, home automation, automotive, particle accelerators, medical and high-vacuum generation. Each of the business units has its own business model and uses different technological platforms.
In more than 80 years of activity, the Group's getter solutions have been supporting innovation in the information display and lamp industries, in sophisticated high vacuum systems for accelerators and synchrotrons and in vacuum thermal insulation, in technologies spanning from large vacuum power tubes to miniaturised silicon-based microelectronic and micromechanical (MEMS) devices.
Since 2004, by taking advantage of the expertise acquired in the special metallurgy and material science field, the SAES Group has extended its business into the advanced material market, and in particular the market of shape memory alloys, a family ofadvanced materials characterised by super-elasticity and their ability to assume predefined forms when heated. These special alloys are used today for the production of actuator devices for the industrial sector (home automation, white goods industry, consumer electronics, healthcare, automotive and luxury sector).
More recently, SAES has expanded its offer by developing a technological platform, which integrates getter materials in a polymeric matrix. These products, which were initially developed for OLED displays, are now used in new application sectors, including optoelectronics, advanced photonics, telecommunications (5G) and especially telephony.
SAES also offers functional acoustic composites for the consumer electronics market and new functional materials developed from two main technological platforms are currently in the validation stage: special zeolites and microcapsules. These new developments can be applied in various sectors, from cosmetics to the paint & coatings segment, as well as that of polymers of natural origin.
Among the Group's most recent application sectors, that of advanced packaging is particularly strategic, where SAES offers new products for sustainable food packaging and competes with recyclable and biodegradable solutions.
In conclusion, mention is made of the recent establishment of the new unit dedicated to consumer innovation called B!POD®, created with the aim of developing and marketing sustainable products and solutions and combating food waste.
A total production capacity distributed across eight manufacturing plants, a worldwide commercial and technical assistance network, a laser-like focus on research and more than 700 employees allow the Group to combine multicultural skills with experience to form a company that is truly global.
The SAES Group is headquartered in Milan.
SAES Getters S.p.A. has been listed on the Italian Stock Exchange Market, Euronext STAR segment, since 1986.
The Board is aware that in compliance with that set forth in article 1 of Principle 1 of the CG Code, the Company's "sustainable success" is at the core of the Board's activity and objectives, recognising it as equal to the business' other strategic objectives. In this regard, see Paragraph 4.1 below for more information on the Board's action geared towards the Company's sustainable success.
At the same time as the publication of the Annual Financial Report relating to the financial year closed as at 31 December 2023, the Company will post the Non-Financial Statement relating to the financial year 2023 on its website, available athttps://www.saesgetters.com/it/investor-relations/financialdocuments (the "Statement" or the "NFS"). Specifically, SAES Group's NFS, drafted in accordance with art. 4 of Legislative Decree 254/2016 and as amended, gives information covering environmental, social, personnel and human rights issues and the fight against corruption, that helps to provide stakeholders with an accurate, exhaustive and clear view of the activities undertaken, SAES's progress, the results the Group achieved in guaranteeing financial growth and development of the business, taking the expectations of the stakeholders involved into consideration and seeking to continually improve the environmental and social impacts its activities generate.
The Non-Financial Statement has been prepared in accordance with the "Global Reporting Initiative Sustainability Reporting Standards" defined by the Global Reporting Initiative (GRI), according to the "in accordance" option. To date, these guidelines are the most widespread and recognised internationally in the area of non-financial reporting. Furthermore, where appropriate, the European Commission Guidelines, "Guidelines on non-financial reporting", were also taken into account.
Article 1, paragraph 1, letter w-quater 1) of the Consolidated Finance Law introduced the definition of SMEs, as "small and medium companies, listed shares issuers, which have a market capitalisation of less than €500 million. SMEs are not considered the issuers of listed shares that have exceeded this limit for three consecutive years".
The obtainment of SME status is based on compliance with the capitalisation requirement, for SAES equal to €596,300,000, considering that the capitalisation quota of €500 million was exceeded for the first time in 2023 and that, therefore, the company did not exceed this threshold for three consecutive years.
As set forth in article 2-ter, paragraph 1, of the Issuers' Regulations:
"the capitalisation is equal to the simple average of the daily capitalisations calculated with reference to the official price, recorded over the course of the year; if there is a listing of several share categories, the sum of the capitalisation of each share category is considered".
Assigning the status of SME to an issuer entails some significant changes in the applicable regulations, for example with regard to the transparency of the ownership structure, with the minimum threshold of significant shareholdings for disclosure pursuant to article 120 of the Consolidated Finance Law being raised from 3% to 5%.
Lastly, Consob publishes the list of SMEs by 31 January of each year on its website, on the basis of the values of the capitalisation calculated by it (as set forth in article 2-ter, paragraph 4, Issuers' Regulations).
On 26 January 2024, with Management Resolution No. 90, Consob updated on its website (www.consob.it/web/area-pubblica/emittenti-quotati-pmi) the list of companies 9
with traded shares, defined as SMEs, including SAES Getters S.p.A., continuing from last year.
As the CG Committee's Chairman pointed out in a letter dated 3 December 2021, the main structural changes that the Code brought also include "a new approach to proportionality meant to benefit the needs and specificities of the companies with a strong controlling shareholder (of which many are family companies) and the smaller companies". To this end, the new Code identifies and divides listed companies based on their respective size and control model into "large companies" or "concentrated ownership companies", requiring companies that fall into one of the two categories to apply or neglect certain provisions of that Code on a case-by-case basis.
Specifically, according to the CG Code, "large companies" can be classified as "those companies whose capitalisation was over one billion euros on the last trading day of the last three calendar years".
Instead, falling under the definition of "concentrated ownership companies" are those companies with one or more shareholders party to a shareholders' agreement who either directly or indirectly have the majority of the votes that may be exercised in the ordinary shareholders' meeting.
In light of the definitions just given, the following is true:
1. The Company may not be classified as a large company since its capitalisation on the last trading day of the last three calendar years never reached or exceeded one billion euros.
2.
The Company is a concentrated ownership company, since the majority shareholder S.G.G. Holding S.p.A. alone directly holds the majority of the voting rights that may be exercised in the ordinary shareholders' meeting of the Company.
In this regard, note that S.G.G. Holding S.p.A. holds 10,071,972 voting rights, equal to 46.194% of the share capital with voting rights.
Thus, as a concentrated ownership company, the Company may avail itself of the proportionality measures under the Code.
In compliance with its Articles of Association, the administration and control model adopted by the Company is the so-called traditional model based on the combination of a Board of Directors and Board of Statutory Auditors. More specifically, in this model the Governance of the Company is characterised by the existence of:
a Board of Directors in charge of the management of the Company;
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Saes Getters S.p.A. published this content on 21 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 March 2024 19:37:05 UTC.
