Committees and other bodies

Related entities committee

According to the general principles indicated in the "Regulation on Transactions with Related Parties" issued by Consob with resolution no. 17221 of 12 March 2010 and subsequent amendments (the "Consob Regulation"), the Board of Directors approved, during the 2010 financial year, with the endorsement of a Committee comprising exclusively independent directors, the Procedures on Transactions with related parties. (the “Procedures").

The functions, pursuant to the Consob Regulation, of the Committee for Transactions with Related Parties are entrusted to the Control and Risks Committee, comprising exclusively three independent directors and, therefore, meeting the structure requirements under the provisions of the Consob Regulation.

 

The Procedures describe the rules, roles, responsibilities and activities implemented in order to ensure the transparency, and substantial and procedural correctness of transactions with related parties implemented by the Company directly or through subsidiaries.

 

In particular, the Procedures adopted by the Board of Directors:

  • identify and prepare the Related Parties, with reference to the definitions set out in Annex 1 of the Consob Regulation and the international accounting standard IAS 24;
  • qualify the criteria for identifying significant transactions, reserved for the approval of the Board of Directors following the binding favourable opinion of a Committee comprising exclusively of independent directors, as well as minor transactions;
  • identify the bodies and the individuals involved in the application of the Procedures, regulating the pertinent roles and information and documentation flows;
  • identify the types of transactions that can be exempted from the same procedures.

 

In order to further consolidate the requirements of transparency and substantial and procedural correctness of transactions with related parties, some of the provisions of the Procedures incorporate more stringent choices with respect to the options delegated to companies pursuant to art. 4, paragraph 1, letter f) of the Consob Regulation.

Within the context, the Procedures envisage a reduction, for specific types of transactions, of the quantitative thresholds indicated by the Regulations for the identification of the most significant transactions.