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Pre-Annual General Meeting Information Mar 29, 2021

4297_10-k_2021-03-29_6da2f2b6-f2b2-4edd-abe8-d38fddb9e807.pdf

Pre-Annual General Meeting Information

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changes a Shareholders' Meeting resolution dating back to 2006, confirmed in 2009; the Board also established the annual fees for the two independent directors forming part of the Supervisory Body and its Chairman as well as for the Lead Independent Director. No further fees are envisaged. The economic value of the previous fees, which had remained unchanged since 2006, was updated. The Directors are also entitled to reimbursement of expenses incurred for reasons connected with their role. Note that there is no variable remuneration component for non-executive directors, nor are they the recipients of remuneration plans based directly or indirectly on shares.

Lainate, 11 March 2021

on behalf of the Board of Directors

Mr Massimo della Porta Chairman

ANNEXES

TABLE 1 – STRUCTURE OF THE BOARD OF DIRECTORS AND COMMITTEES

BOARD OF DIRECTORS
Position Members Year of
birth
Date of first
appointment
*
(no. of years
in SAES)
In office
since
In office until List
(M / m)
**
Executive Non
Executive
Independence
based on the
Code
Independence
based on
Consolidated
Finance Law
Number of
other
positions
***
Attendance
at BoD
meetings
(*)
Audit and
Risk
Sutainab
ility
Committe
e
(**)
Remun. and
Appointmen
t
Committee
(**)
President  Massimo
della Porta
1960 1994
(26)
24.04.18 Shareholder
s'
Meeting
for
the
approval of
the
2020 financial
statements
M X 1 15/15
Vice
Chairman,
Managing
Director
and
Chief
Financial
Officer 
Giulio
Canale
1961 1994
(26)
24.04.18 Shareholder
s'
Meeting
for
the
approval of
the
2020 financial
statements
M X - 15/15
Director Adriano
De Maio
1941 2001
(19)
24.04.18 Shareholder
s'
Meeting
for
the
approval of
the
M X X - 15/15 3/4 M
BOARD OF DIRECTORS
Position Members Year of
birth
Date of first
appointment
*
(no. of years
in SAES)
In office
since
In office until List
(M / m)
**
Executive Non
Executive
Independence
based on the
Code
Independence
based on
Consolidated
Finance Law
Number of
other
positions
***
Attendance
at BoD
meetings
(*)
Audit and
Risk
Sutainab
ility
Committe
e
(**)
Remun. and
Appointmen
t
Committee
(**)
2020
financial
statements
Director Alessandra
della Porta
1963 2013
(7)
24.04.18 Shareholder
s'
Meeting
for
the
approval of
the
2020 financial
statements
M X - 14/15
Director Luigi
Lorenzo
della Porta
1954 2012
(8)
24.04.18 Shareholder
s'
Meeting
for
the
approval of
the
2020
financial
statements
M X - 15/15
Director Andrea
Dogliotti
1950 2006
(14)
24.04.18 Shareholders'
Meeting for
the approval
of the
2020 financial
statements
M X - 15/15
BOARD OF DIRECTORS
Position Members Year of
birth
Date of first
appointment
*
(no. of years
in SAES)
In office
since
In office until List
(M / m)
**
Executive Non
Executive
Independence
based on the
Code
Independence
based on
Consolidated
Finance Law
Number of
other
positions
***
Attendance
at BoD
meetings
(*)
Audit and
Risk
Sutainab
ility
Committe
e
(**)
Remun. and
Appointmen
t
Committee
(**)
Director Gaudiana
Giusti
1962 2015
(5)
24.04.18 Shareholders'
Meeting for
the approval
of the
2020 financial
statements
M X X X 2 14/15 4/6 M 4/4 P
Director° Stefano
Proverbio
1956 2015
(5)
24.04.18 Shareholders'
Meeting for
the approval
of the
2020 financial
statements
M X X X 2 15/15 6/6 M
Director Luciana
Rovelli
1973 2015
(5)
24.04.18 Shareholders'
Meeting for
the approval
of the
2020 financial
statements
M X X X - 14/15 6/6 P 4/4 M
Directors leaving office during the Financial Year
BOARD OF DIRECTORS
Position Members Year of
birth
Date of first
appointment
*
(no. of years
in SAES)
In office
since
In office until List
(M / m)
**
Executive Non
Executive
Independence
based on the
Code
based on Independence
Consolidated
Finance Law
Number of
other
positions
***
at BoD
meetings
(*)
Attendance Audit and
Risk
Sutainab
ility
Committe
e
(**)
Remun. and
Appointmen
t
Committee
(**)
Number of meetings held during the Financial Year
Board of Directors
Audit, Risk and
Remun. and Appointment
Appointment
Sustainability Committee Committee Committee
15
6
4
N/A
Quorum required for the submission of the lists by minorities for the election of one or more members (pursuant to article 147-ter of the Consolidated Finance Law): 4.5%
On the date of this Report, the requested share is 4.5% of the share capital with voting rights (as established by CONSOB with Management Resolution no. 44 of 29 January 2021).

NOTES

The symbols below must be entered in the column "Position":

• This symbol indicates the Director in charge of the Internal Control and Risk Management System.

◊ This symbol indicates the main person in charge of the management of the issuer (Chief Executive Officer or CEO).

○ This symbol indicates the Lead Independent Director (LID).

* The date of the first appointment of each director means the date on which the director was appointed for the first time (ever) to the Board of Directors of the issuer.

** The list from which each director was selected is indicated in this column ("M": majority list; "m": minority list; "BoD": list presented by the Board of Directors).

*** This column indicates the number of positions as director or statutory auditor held by the person in question in other companies listed in regulated markets, even abroad, in financial, banking, insurance or large companies. These positions are explained in detail in the Report on Corporate Governance.

(*) This column indicates the attendance of the directors at the meetings of the BoD and committees respectively (indication of the number of meetings that he/she has attended compared to the total number of meetings that he/she could have attended (e.g. 6/8; 8/8, etc.)).

(**) This column indicates the position held by the director within the Committee: "C": Chairperson; "M": member.

TABLE 2 - STRUCTURE OF THE BOARD OF STATUTORY AUDITORS

Position Members Year
birth
of Date of first
appointment
In office since In office until List
M / m
Independence
based on the Code
Attendance at
Board meetings
Other
positions
Vincenzo
Donnamaria
President 1955 1997 24/04/2018 Shareholders' Meeting for
the approval of the
2020 financial statements
M n.a. 6/6 20
Sara Anita Speranza Standing
Auditor
1972 2015 24/04/2018 Shareholders' Meeting for
the approval of the
2020 financial statements
M n.a. 6/6 30
Maurizio Civardi Standing
Auditor
1959 2017 24/04/2018 Shareholders' Meeting for
the approval of the
2020 financial statements
M n.a. 6/6 53
Massimo Gabelli Alternate Auditor 1970 2018 24/04/2018 Shareholders' Meeting for
the approval of the
2020 financial statements
M n.a. n.a. n.a.
Mara Luisa Sartori Alternate Auditor 1971 2018 24/04/2018 Shareholders' Meeting for
the approval of the
2020 financial statements
M n.a. n.a. n.a.
AUDITORS LEAVING OFFICE DURING THE FINANCIAL YEAR
Quorum required for the submission of the lists by minorities for the election of one or more members (pursuant to article 148 of the Consolidated Finance Law):
On the date of this Report, the requested share is 4.5% of the share capital with voting rights (as established by CONSOB with Management Resolution no. 44 of 29 January 2021).
4.5%
Number of meetings during the Financial Year 6

ANNEX 1 - POSITIONS AS DIRECTOR OR AUDITOR HELD IN OTHER COMPANIES LISTED IN REGULATED MARKETS, EVEN ABROAD, IN FINANCIAL, BANKING, INSURANCE OR LARGE COMPANIES

POSITIONS
NAME Company Position
Giulio Canale - -
Adriano De Maio - -
Alessandra della Porta - -
Luigi Lorenzo della Porta - -
Massimo della Porta Alto Partners SGR S.p.A. Independent Director
Andrea Dogliotti - -
Gaudiana Giusti A2A S.p.A.
Carige S.p.A.
Non-Executive Director
Stefano Proverbio Angelini Holding
Coesia S.p.A.
Non-Executive Director
Luciana Rovelli - -

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