DIASORIN S.P.A. ANNUAL FINANCIAL REPORT
AT DECEMBER 31, 2022
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Contents | |
REPORT ON OPERATIONS | 6 |
DIASORIN WORLD | 7 |
1. BOARD OF DIRECTORS & CONTROL BODIES | 7 |
2. DIASORIN WORLDWIDE | 9 |
3. GROUP HISTORY | 10 |
4. THE DIASORIN GROUP | 12 |
5. OUR ROLE AS THE DIAGNOSTIC SPECIALIST | 13 |
6. IMMUNODIAGNOSTICS | 14 |
7. MOLECULAR DIAGNOSTICS | 15 |
8. LICENSED TECHNOLOGIES | 15 |
9. RESEARCH AND DEVELOPMENT AS A DISTINCTIVE FEATURE | 20 |
10. CULTURE AS A DRIVER FOR BUSINESS TRANSFORMATION | 26 |
11. THE STRATEGY AT 2025 | 36 |
12. FINANCIAL COMMUNICATION AND INVESTOR RELATIONS | 46 |
13. FOCUS ON THE LATEST DEVELOPMENTS OF 2022 | 50 |
OVERVIEW OF THE RESULTS | 54 |
1. CONSOLIDATED FINANCIAL HIGHLIGHTS | 54 |
2. FINANCIAL HIGHLIGHTS OF THE GROUP'S PARENT COMPANY | 55 |
3. OVERVIEW OF THE GROUP'S OPERATING PERFORMANCE IN 2022 AND COMPARISON WITH 2021 | 56 |
4. REVIEW OF THE GROUP'S OPERATING PERFORMANCE AND FINANCIAL POSITION | 60 |
5. TRANSACTIONS RESULTING FROM NON-RECURRING, ATYPICAL AND/OR UNUSUAL OPERATIONS | 70 |
6. MAIN RISKS AND UNCERTAINITIES TO WHICH DIASORIN S.P.A. AND THE GROUP ARE EXPOSED | 70 |
7. SIGNIFICANT EVENTS OCCURRED AFTER DECEMBER 31, 2022 AND BUSINESS OUTLOOK | 73 |
8. REVIEW OF THE OPERATING PERFORMANCE AND FINANCIAL POSITION OF DIASORIN S.P.A | 74 |
9. RELATED-PARTYTRANSACTIONS | 83 |
REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE | 84 |
1. PROFILE OF THE ISSUER | 87 |
2. INFORMATION ABOUT SHARE OWNERSHIP (PURSUANT TO ART. 123-BIS, SECTION 1, TUF) AS | |
AT DECEMBER 31, 2022 | 89 |
3. COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE 2020 (PURSUANT TO ART. 123-BIS, | |
SECTION 2, LETTER A), TUF) | 94 |
4. BOARD OF DIRECTORS | 95 |
5. TREATMENT OF INSIDER INFORMATION | 113 |
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6. BOARD OF DIRECTORS' INTERNAL COMMITTEES (PURSUANT TO ART. 123-BIS,SECTION 2, LETTER | |
D), TUF) | 115 |
7. REVIEW AND SUCCESSION OF DIRECTORS -REMUNERATION AND NOMINATING COMMITTEE 115
8. REMUNERATION OF DIRECTORS | 119 | |
9. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL, RISK AND | ||
SUSTAINABILITY COMMITTEE | 119 | |
10. INTERESTS OF DIRECTORS AND TRANSACTIONS WITH RELATED PARTIES -COMMITTEE FOR | ||
RELATED-PARTY TRANSACTIONS | 132 | |
11. THE BOARD OF STATUTORY AUDITORS | 133 | |
12. INVESTOR RELATIONS | 140 | |
13. SHAREHOLDERS' MEETINGS (PURSUANT TO ART. 123-BIS,SECTION 2, LETTER C), TUF) | 141 | |
14. ADDITIONAL CORPORATE GOVERNANCE PRACTICES (PURSUANT TO ART. 123-BIS,SECTION 2, | ||
LETTER A), TUF) | 143 | |
15. CHANGES OCCURRING AFTER THE CLOSE OF THE REPORTING YEAR | 143 | |
16. CONSIDERATIONS ON THE LETTER DATED JANUARY 25, 2023, FROM THE CHAIRMAN OF THE | ||
CORPORATE GOVERNANCE COMMITTEE | 143 | |
CONSOLIDATED NON-FINANCIAL STATEMENT AT DECEMBER 31, 2022, PURSUANT TO LEGISLATIVE DECREE | ||
NO. 254/2016 | 174 | |
1. NOTE ON METHODOLOGY | 174 | |
2. COMPANY PROFILE AND MATERIAL TOPICS FOR THE DIASORIN GROUP | 176 | |
3. IDENTIFICATION OF RISKS AND OPPORTUNITIES | 195 | |
4. | ETHICAL BUSINESS PRACTICES, FIGHT AGAINST CORRUPTION AND ANTI-COMPETITIVE BEHAVIOR | 199 |
5. | QUALITY OF PRODUCTS AND PROCESSES | 202 |
6. | CUSTOMER RELATIONS AND CUSTOMER SATISFACTION | 208 |
7. | RESEARCH, INNOVATION AND TECHNOLOGICAL EXCELLENCE | 211 |
8. | EMPLOYEE MANAGEMENT | 217 |
9. | ENVIRONMENT, HEALTH AND SAFETY | 230 |
10. | RELATIONS WITH LOCAL COMMUNITIES | 241 |
11. | CORRELATION TABLE BETWEEN LEGISLATIVE DECREE 254/16 AND MATERIAL TOPICS | 251 |
12. | THE GRI CONTENT INDEX | 253 |
13. | GRI 207 DISCLOSURE TABLE - FY 2021 | 264 |
14. | ANNEX (TO TAXONOMY) | 270 |
15. | INDEPENDENT AUDITORS' REPORT ON THE CONSOLIDATED NON-FINANCIALSTATEMENT | 273 |
CONSOLIDATED FINANCIAL STATEMENTS OF THE DIASORIN GROUP AT DECEMBER 31, 2022 | 278 |
1. CONSOLIDATED INCOME STATEMENT PURSUANT TO CONSOB RESOLUTION NO. 15519 OF JULY 27, 2006
278
2. CONSOLIDATED COMPREHENSIVE INCOME STATEMENT | 279 |
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3. CONSOLIDATED STATEMENT OF FINANCIAL POSITION, PURSUANT TO CONSOB RESOLUTION NO. 15519 OF
JULY 27, 2006 | 280 |
4. CONSOLIDATED STATEMENT OF CASH FLOWS PURSUANT TO CONSOB RESOLUTION NO. 15519 OF JULY 27,
2006 | 283 | |
5. | STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS' EQUITY | 285 |
6. | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 | 288 |
7. ANNEX I: LIST OF INVESTMENTS IN SUBSIDIARIES WITH THE SUPPLEMENTAL DISCLOSURES REQUIRED BY
CONSOB COMMUNICATION NO. DEM/6064293 | 374 |
8. ANNEX II: DISCLOSURE REQUIRED PURSUANT TO ART. 149-DUODECIES OF THE CONSOB ISSUERS'
REGULATION | 376 |
9. CERTIFICATION OF THE STATUTORY FINANCIAL STATEMENTS (PURSUANT TO ART. 81-TER OF CONSOB
REGULATION NO. 11971 OF MAY 14, 1999, AS AMENDED) | 377 | |
10. | REPORT OF THE INDEPENDENT AUDITORS | 379 |
STATUTORY FINANCIAL STATEMENTS OF DIASORIN S.P.A. AT DECEMBER 31 , 2022 | 386 | |
1. | INCOME STATEMENT PURSUANT TO CONSOB RESOLUTION NO.15519 OF JULY 27, 2006 | 386 |
2. STATEMENT OF FINANCIAL POSITION PURSUANT TO CONSOB RESOLUTION NO.15519 OF JULY 27, 2006
387
3. | STATEMENT OF CASH FLOWS PURSUANT TO CONSOB RESOLUTION NO.15519 OF JULY 27, 2006 | 389 |
4. | STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY | 390 |
5. | INCOME STATEMENT | 391 |
6. | COMPREHENSIVE INCOME STATEMENT | 392 |
7. | STATEMENT OF FINANCIAL POSITION | 393 |
8. | STATEMENT OF CASH FLOWS | 395 |
9. | NOTES TO THE FINANCIAL STATEMENTS OF DIASORIN S.P.A. AT DECEMBER 31, 2022 | 396 |
10. ANNEX III: DISCLOSURE REQUIRED PURSUANT TO ART. 149-DUODECIES OF THE CONSOB ISSUERS'
REGULATION | 475 |
11. CERTIFICATION OF THE STATUTORY FINANCIAL STATEMENTS PURSUANT TO ART. 81-TER OF CONSOB
REGULATION N. 11971 OF MAY 14, 1999, AS AMENDED | 476 | |
12. | REPORT OF THE BOARD OF STATUTORY AUDITORS | 478 |
13. | REPORT OF THE INDEPENDENT AUDITORS | 503 |
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LETTER TO SHAREHOLDERS
Dear Shareholders,
I am honored to have to opportunity to comment on the year just ended of DiaSorin, a company which is constantly evolving and which I am very proud of.
This pride is, above all, a consequence of the strategic choices that are the prerequisite for a solid and sustainable growth driving our Group towards new and important objectives we have set for the years to come. The objectives we are pursuing in all our testing technologies make us an ambitious company that is constantly oriented towards innovation, growth, dedication in providing concrete answers not only to laboratories, but also to clinicians and patients. A company which is aware of its role in innovation and of its ability to rapidly develop high-quality diagnostic solutions.
We are an increasingly international company composed of 3,400 people who employ, every day, their ingenuity, talent, skills and dedication to support projects and products that can help better understand the health conditions of millions of people every year around the globe.
In 2022, our research activities continued to work on ambitious projects able to deeply innovate the diagnostics market. Among these, I would definitely mention the MeMed test that help clinicians differentiate between bacterial and viral infections. This test does not only provide a diagnostic information, but also an indication of the best therapy for the patient, thus providing a valuable tool in the growing global threat posed by antimicrobial resistance.
As regards molecular diagnostics, we continued working to launch on the market the LIAISON® Plex, an innovative multiplexing instrument which allows the detection of a significant number of pathogens on a single sample, providing flexibility on the number of test results and thus lowering the testing cost for laboratories. Or the LIAISON® NES, our future Point-of-Care platform, addressing the growing diagnostic decentralization trend.
These projects, among many others, drove innovation in 2022 and laid the foundations for the future growth of our Group in the years to come.
All this would not be possible, however, without the people who make our company an excellence in the diagnostic world. Researchers, of course, but also all those who, in the different business areas, help DiaSorin grow and expand internationally, creating further conditions for sustainability of our business and our company.
Although Sustainability is a very widely used term in many contexts, it is a necessary condition for the business in which we operate. Our products, in fact, contribute to making health systems and health treatment increasingly sustainable, providing the necessary answers to clinicians about people's state of health and contributing to the improvement of diagnostic solutions for laboratories.
But sustainability, for us in DiaSorin, also means commitment to all the stakeholders who come into contact with us: customers, suppliers, investors, future talents who want to join our future challenges, the local communities where we operate; all this to make "our" DiaSorin even more an example of excellence, innovation, courage and vision, aware of the concrete and tangible impact that our company has on the lives of millions of people every day.
The Chairman
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DiaSorin S.p.A. published this content on 28 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 April 2023 08:56:09 UTC.
