Certification of the financial statements of the parent company

Transcription

1 Certification of the financial statements of the parent company

2 Certification of the financial statements of the parent company pursuant to article 81-ter of CONSOB Regulation No of May 14, 1999, as amended 1. The undersigned, Giulio Canale, in his capacity as Managing Director and Chief Financial Officer, and Michele Di Marco, in his capacity of 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, subsections 3 and 4, of Legislative Decree No. 58 of February 24, 1998: - the adequacy in relation to the Company s characteristics (including any changes that occurred during the year); - the effective application; of the administrative and accounting procedures for the formation of the Financial Statements during the period from January 1 to December 31, The following remarks apply to this situation: 1. The Administrative and Accounting Control Model of the SAES Getters Group - On May 14, 2007, the Board of Directors of SAES Getters S.p.A. approved the Administrative and Accounting Control Model, the adoption of which is aimed at ensuring that SAES Getters complies with the provisions of Law No. 262 of December 28, 2005 (hereinafter the "Savings Law"), implemented in December 2006 through the approval of Legislative Decree No. 303/06, specifically obligations pertaining to the preparation of corporate accounting documents and all documents and communications of a financial nature diffused to the market; - The Control Model, which refers to the organizational structure of the SAES Getters Group in force at the time:. 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 Getters Group and introduces the role of Officer Responsible for the preparation of corporate accounting documents (hereinafter the Internal Control Officer );. describes the elements that comprise the administrative and accounting control system, citing the general control environment underlying the Internal Control System of the SAES Getters Group, in addition to specific components pertaining to administrative and accounting information;. regarding this latter aspect in particular, calls for the integration of the Group Accounting Principles and IAS Operating Procedures with a system of administrative and accounting procedures and the related control matrices;. establishes the conditions and frequency of the administrative and accounting risk assessment process in order to identify the processes of greatest relevance to accounting and financial information. 2. Administrative and accounting procedures and control matrices of SAES Getters S.p.A. - On June 21, 2007, the Internal Control Officer issued thirteen Administrative and Accounting Procedures pertaining to the most significant processes within SAES Getters S.p.A., which were selected following the risk assessment conducted on the basis of the 2006 Financial Statements; - the Internal Control Officer, supported by the Internal Audit Department, identified the main control activities to be used to verify the application of each procedure; Financial Statements

3 - these activities were then divided according to who, on the basis of the current organizational structure, is responsible for control (known as the control owner ), and the Internal Control Officer sent control owners their own control matrices, asking them to review effective application and confirm adequacy and efficacy, or report controls that had become inoperative, inadequate, or obsolete due to internal organizational developments. 3. Results of the internal certification process of SAES Getters S.p.A. - The control owners signed and sent to the Internal Control Officer internal certification letters in which they confirmed that they had verified the activities/processes forming the object of the controls for which they were responsible and deemed them suitable and operationally effective to ensuring the reliability of the corresponding information flows and the treatment of the associated data in accordance with the administrative and accounting procedures adopted by SAES Getters S.p.A.; - the control owners also enclosed a signed copy of their control matrices with their internal certification letters, reporting any anomalies detected and indicating any corrective action taken or to be taken, where possible; - as of today s date, the Internal Control Officer has received all twelve internal certification letters requested from the control owners of SAES Getters S.p.A. - The results of the process, considering that it represents the first application of the administrative and accounting procedures system, were largely positive. The anomalies reported by certain managers were not such as to prejudice the reliability and completeness of accounting and financial information. - The reports received may be divided into the following categories: a. controls that are carried out, but a different description from that of the procedures is suggested; b. controls are carried out at a frequency differing from that of the procedures; c. controls are carried out, but the manager has access to documentary evidence differing from that called for in the procedures; d. controls for which the documentary evidence requested is considered excessively burdensome. In response to these reports, the Internal Control Officer, working with the Internal Audit Department, initiated a process of reviewing part of the administrative and accounting procedures, both in terms of controls requested and the associated documentary evidence, with the aim of issuing any updates by the end of April 2008, so that said updates might be used as a reference for the certification of the 2008 Half- Yearly Report. 4. Results of the review by the Internal Audit Department of SAES Getters S.p.A. - The Internal Control Officer requested the support of the Internal Audit Department both for verification of the correspondence of condensed reporting with company records and accounting entries (see paragraph 3 of this Certification) and further verification of part of the controls included in administrative and accounting procedures by a department independent from the offices responsible for the controls. - The first verification, which has been conducted on a quarterly basis since September 2007, concerned the correspondence of the general accounting ledger with the condensed reports generated by the financial data consolidation system (these reports were the basis for the official Balance Sheet and Income Statement) and all other quantitative indications provided in corporate accounting documents. 133 SAES Getters S.p.A.

4 The results of the verification for the periods considered were entirely positive: the admittedly limited reconciliation problems that had been indicated in the report for the data from September 2007 were no longer encountered as early as the third quarter, subsequent to the annual Financial Statement data. - The second verification, conducted in February and March 2008 with the support of a third-party consultancy firm, concerned the effective application of 25 controls selected by the Internal Audit Department through its assessment of the critical nature of the controls associated with the administrative and accounting procedures and statistical sampling of those deemed key controls for the purpose of the reliability and completeness of accounting and financial information. This activity also showed largely positive results, as reported by the Head of the Internal Audit Department, inasmuch as the anomalies detected were not such as to suggest that the system of administrative and accounting procedures had not been correctly applied nor to result in risks as to the accuracy and completeness of accounting and financial information. 3. Moreover, we hereby certify that the Financial Statements for the year ended on December 31, 2007: a) correspond to the results of company records and accounting entries; b) were drafted in compliance with the provisions of the Italian Civil Code and IAS/IFRS, and to the best of our knowledge, are suitable to providing a truthful, accurate representation of the earnings and financial position of the issuer. Lainate, Milan, Italy, March 18, 2008 Managing Director Chief Financial Officer Giulio Canale Internal Control Officer Michele Di Marco Financial Statements

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