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Governance



The SAGAT S.p.A. Corporate Governance System comprises the following elements:

 

  • Corporate Governance System;
  • Auditing;
  • Internal Control System;
  • Organisation, Management and Control Model;
  • The Code of Ethics.
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Corporate Governance System


The SAGAT S.p.A. Corporate Governance System is based on the co-existence of the Shareholders’ Meeting, of the Board of Directors and of the Board of Statutory Auditors. The main functions of such bodies are regulated by the provisions of the Corporate Bylaws.

In particular,

The Shareholders Meeting <<meets at least once a year within 120 days from the end of the company year to approve the accounts, […] when requested by a number of shareholders representing at least one tenth of the share capital,[…] whenever deemed advisable by the Board of Directors >>. Its resolutions are approved with an absolute majority and suitably recorded in minutes.

Management of the Company is entrusted exclusively to the Board of Directors which carries out all the operations of both ordinary and extraordinary administration necessary to achieve the corporate object. […] The Board of Directors consists of eleven members. […] Meetings of the Board of Directors are convened by the Chairman who establishes the agenda, coordinates the works of the meeting and ensures that Directors are adequately informed of the items on the Agenda. […] The Board of Directors is convened and meets […] each time the Chairman […] or, informing the Chairman beforehand, the Managing Director consider it necessary or at the request of at least three Directors. […] The resolutions of the Board shall be valid if the majority of the members in office are present. Resolutions are passed with an absolute majority of the members present. […] The Managing Director is required to report to the Board of Directors and to the Board of Statutory Auditors at least every two months.

The Board of Statutory Auditors supervises compliance with the law and with the Corporate Bylaws, the application of the principles of correct administration and, in particular, the adequacy of the organisation, administrative and accounting system adopted by the Company and correct functioning thereof. The Board of Statutory Auditors consists of five Standing Auditors and three Alternate Auditors and must meet every ninety days at the request of any of its members.

Auditing


The Company is audited by an auditor, i.e. an audit firm enrolled in the Register held at the Ministry of Justice.

Internal control system


The SAGAT S.p.A. ICS is structured in such a way as to provide reasonable assurance that the Company is not hindered in achieving its business objectives by reasonably foreseeable circumstances.

The main components of the SAGAT S.p.A. ICS are:

 

  • The set of delegations and proxies and the internal organisation;
  • ICT;
  • The administrative and operating procedures;
  • The Group Code of Ethics;
  • The Internal Audit Department.

 

Organisation, management and control model


SAGAT, sensitive to the need to create conditions of fairness and transparency in conducting its business and corporate activities in accordance with the expectations of its shareholders and aware of the importance of adopting an internal control system capable of preventing unlawful conduct according to D.Lgs. 231/01 by its Directors, employees, representatives and business partners, has approved the Organisation Model under Legislative Order 231/2001 and a Code of Ethics, setting up a Supervisory Body composed by three Members, choosen and nominated by the Board of Directors, endowed with requirements of autonomy, independence, professionalism and integrity required to carry out their functions.

The Code of Ethics


The SAGAT Group has adopted its own Code of Ethics in order to clearly define the ethical and professional principles, responsibilities and commitments with which the Group, its shareholders, directors and employees are required to comply in conducting corporate business and activities.

The Code of Ethics' principles - included in the excerpt attached below - should form the basis of the behaviours adopted by customers and suppliers that come into contact with the Group's societies.