Certification of the Consolidated financial statements

Certification of the Consolidated financial statements
129
130
Certification of the Consolidated financial statements
pursuant to article no. 81-ter of CONSOB Regulation no. 11971 of May 14, 1999, as subsequently amended
1. The undersigned, Giulio Canale, in his capacity as Vice President and Managing Director, and
Michele Di Marco, in his capacity as Officer responsible for the preparation of the corporate financial
reports of SAES Getters S.p.A., hereby certify, pursuant to the provisions of article 154-bis,
paragraphs 3 and 4, of the Legislative Decree no. 58 of February 24, 1998:
• the adequacy for the characteristics of the firm and
• the effective application
of the administrative and accounting procedures for the preparation of the consolidated financial
statements during the period from January 1 to December 31, 2014.
2. The following remarks apply to this situation:
2.1 The Administrative and Accounting Control Model of the SAES Group
• On December 20, 2012, the Board of Directors of SAES Getters S.p.A. approved the update of the
Administrative and Accounting Control Model, issued on May 14, 2007, the adoption of which is
aimed at ensuring that SAES complies with the provisions of Law no. 262 of December 28, 2005
(hereinafter the "Savings Law"), implemented in December 2006 through the approval of the
Legislative Decree no. 303/06, and, specifically, the obligations pertaining to the preparation of
corporate accounting documents, as well as all documents and communications with a financial nature
issued into the market.
• The Control Model, with reference to the organizational structure of SAES Group:
o sets the roles and responsibilities of the entities involved in various capacities in the process of
forming and/or controlling the financial information of the SAES Group and introduces the role of
the Officer responsible for the preparation of the corporate financial reports (hereinafter the
“Officer Responsible”);
o describes the elements that comprise the administrative and accounting control system, citing the
general control environment underlying the Internal Control System of the SAES Group, in
addition to specific components pertaining to administrative and accounting information;
o regarding the latter in particular, it calls for the integration of the Group Accounting Principles and
IAS Operating Procedures with a system of matrices of administrative and accounting controls
which describe the control activities implemented in each process;
o establishes the conditions and frequency of the administrative and accounting risk assessment
process in order to identify the processes of greatest relevance to the accounting and financial
information.
2.2 Implementation of the Administrative and Accounting Control Model within SAES Getters S.p.A.
and the results of the internal certification process
For further information on this issue, please refer to paragraphs 2.2, 2.3 and 2.4 of the Certification of
the Separate financial statements of SAES Getters S.p.A., which are of particular relevance in this
regards in relation to the consolidation process.
131
2.3. Internal administrative and accounting control system of the subsidiaries of the SAES Group
• Following the administrative and accounting risk assessment conducted on the basis of the 2013
consolidated financial statements - the most significant administrative and accounting processes were
selected, on the basis of their materiality, for each of the Group companies.
• In order to certify the consolidated financial statements, the Officer Responsible requested to each
of the companies subject to controls and affected by significant processes the dispatch of a
representation letter prepared in the format attached to the Administrative and Accounting Model of
the SAES Group and signed by the General Managers/Financial Controllers, certifying the application
and adequacy of procedures ensuring the accuracy of company accounting and financial information
and the correspondence of financial reports with company transactions and accounting records.
2.4. Results of the certification process by the subsidiaries of the SAES Group
As of today, the Officer Responsible, with the support of the Group Reporting and Consolidation
Manager, has received all the thirteen representation letters requested, signed by the General
Managers/Financial Controllers of the subsidiaries affected by the processes deemed relevant after a
risk assessment.
The result of the process was positive and no anomalies were reported.
3. Furthermore, we certify that:
3.1. The consolidated financial statements for the year ended December 31, 2014:
a) have been prepared in accordance with applicable international accounting standards recognized
within the European Union pursuant to Regulation (EC) 1606/2002 of the European Parliament and
the Council of July 19, 2002;
b) correspond to the results of accounting records and books;
c) are suitable to providing a truthful, accurate representation of the earnings and financial position of
the issuer and the companies included in the consolidation perimeter.
3.2. The report on operations includes a reliable analysis of operating performance and results, as well
as the situation of the issuer and the companies included in the scope of consolidation, along with a
description of the primary risks and uncertainties to which they are exposed.
Lainate (MI), March 11, 2015
Vice President
and Managing Director
Dr Giulio Canale
Officer responsible for the preparation
of the corporate financial reports
Dr Michele Di Marco
132