Procedure regarding transactions with related parties.
In implementation of the delegation of article 2391-bis of the Italian Civil Code, Consob approved a Regulation on 12 March 2010 which required listed companies to adopt – by the 1st December 2010 - procedures that ensure the transparency and substantive and procedural correctness of transactions with related parties.
For this purpose, also taking into account the relevant recommendations set out in the Code of Conduct of Borsa Italiana S.p.A., on 30 November 2010, Iren’s Board of Directors unanimously approved the "Internal regulation on transactions with related parties" (hereinafter: the Regulation), which is effective from the 1st January 2011 and which was amended in February 2013, December 2013 and in March 2015
Iren’s Independent Directors' Committee expressed a favourable judgment on the above-mentioned Regulation .
The procedures adopted are based on the definitions and provisions of the Consob Regulation with a view to greater protection and better performance.
In compliance with the provisions of the Consob Regulation, transactions with related parties were divided into transactions of greater importance, transactions of lesser importance and transactions for smaller amounts, with provision made for different procedural and transparency-based arrangements in relation to the type of transaction.
The Committee for transaction with related parties, made up entirely of independent directors not linked to the transaction taken into account, plays a central role (hereinafter: the Committee). In the case no independent or linked to the transaction Director is found inside the Board of Directors, the opinion will be expressed by:
(i) an independent expert appointed by the Committee's Chairman, after the opinion of the Statutory Board's Chairman has been acquired, for the transactions of smaller amount.
(ii) an independent expert appointed by the Committee's Chairman, after the opinion of the Statutory Board's Chairman has been acquired, or by the Statutory Board for the transactions of greater importance.
In the case of transactions involving fees payable to company directors and managers with strategic responsibilities, the above-mentioned task is entrusted to the Remuneration Committee, where not expressly assigned to the Committee and limited to cases in which the composition of the Remuneration Committee makes it possible to satisfy the minimum requirements of independence and non-correlation of its members required by the Consob Regulation.
for transactions of lesser importance, the Committee is required to express a non-binding and reasoned judgment in advance on the company’s interest in completion of the transaction and on the suitability and substantive correctness of the underlying conditions;
by contrast, for transactions of greater importance, it is established the Committee is involved in the preliminary phase and that the Committee itself express a reasoned favourable opinion in advance on the company’s interest in completion of the transaction and on the suitability and substantive correctness of the underlying conditions.
With reference to public disclosure, the relevant provisions of the Consob Regulation are all fully valid.
Last update: 23/03/2016