Corporate Governance, Risk Management e Compliance Corporate Governance OVERVIEW The corporate governance model of Sabaf has always been based on a strict separation between the shareholding structure and management of the Company and of the Group. This model was confirmed also following the changes in the shareholding structure in 2016 and 2017, where, however, the Saleri family is the main shareholder.
The purpose of this section is to highlight the choices made by Sabaf and the peculiarities of its governance system, revised in the light of the new features introduced by the Corporate Governance Code. Where possible, a comparison with other listed companies is also provided, using the information collected by Assonime in its document Notes and Studies "Corporate Governance in Italy: self-discipline, remuneration and compliance-or-explain", published in February 2018 and concerning the Corporate Governance reports for the 2016 financial year of 221 listed Italian companies, available at 15 July 2017, 90% of which (i.e. 199 companies) has formally chosen to comply with the Corporate Governance Code. The benchmark used below takes into account, where available, a panel of "non-financial" companies only.
SABAF S.p.A.
Finally, a further comparison is provided on the composition and operation of the Board of Directors, using the data provided by the 2017 Italia Board Index Observatory, published by Spencer Stuart, which analyses the characteristics and operation of the Boards of Directors of the top 100 listed Italian (industrial and financial) companies in order of capitalisation as of February 2017, as well as providing a comparison with the main European and non-European countries. The information below is a summary but does not replace the "Report on corporate governance and ownership structure" prepared by the Issuer pursuant to Art. 123-bis of the TUF for 2017 and available on the Company's website: www.sabaf.it, under the section Investors/Corporate Governance.
Subsidiary companies identified by the Board of Directors of Sabaf having “strategic importance” for the Group 100%
100%
The Group operates through manufacturing and commercial companies in Italy and abroad, all of which are 100% owned by the Parent Company. Specifically:
ARC s.r.l. Sabaf Immobiliare s.r.l.
100%
70%
100%
Sabaf do Brasil Ltda
Sabaf Beyaz Esya Parcalari Sanayi Ve Ticaret Limited Sirteki (Turkey)
100% 100%
Sabaf US Corp.
100%
Sabaf Appliance Components Trading Ltd (China)
100%
Sabaf Appliance Components Ltd (China)
FOREIGN SUBSIDIARIES
ITALIAN SUBSIDIARIES
Faringosi Hinges s.r.l.
100%
a) Production activity is carried out by: • the Parent Company Sabaf S.p.A., valves and burners, • the Italian company Faringosi Hinges, hinges, • the subsidiary in Brazil, burners, • the subsidiary in Turkey, burners, • the subsidiary Sabaf Appliance Components in China, burners (production started in 2015), • the subsidiary ARC s.r.l., professional burners (acquired in 2016). b) The subsidiary Sabaf US carries out commercial supporting activities. c) The subsidiary Sabaf Appliance Components Trading (China) was liquidated in 2015.
Manufacturing company
44
Company gone into liquidation
Trading company
d) The company Sabaf Immobiliare is engaged in the management of the real estate assets.