In compliance with the provisions of current Consob regulations (Regulation no. 17221/2010, as amended), the Company’s Board of Directors, on 26 November 2010, approved the specific Procedure for Related Parties Transactions, subject to the endorsement of the “Procedures Committee” specifically created for this purpose. The text of the Procedure has been subject to subsequent updatings on the basis of regulatory provisions applicable for the time being, as well as in order to introduce adjustments suggested by application practice and by experience gained, or to align its contents with the organizational structure.
The Board also entrusted the Control and Risk Committee (previously the Internal Control Committee) with the task of also acting as the Committee for Related Parties Transactions.
The purpose of this Procedure is to define – in accordance with the principles specified by Consob – rules which aim to ensure the transparency as well as substantial and procedural correctness of Related Parties Transactions that are implemented by the Company, either directly or through subsidiaries.
For this purpose, the Procedure determines – amongst other items – the criteria and modalities for identifying the company’s related parties as well as the quantitative criteria for identifying operations of greater or lesser “importance” or of “negligible amount”; it defines the modalities for implementing and approving the transactions; it determines the modalities for fulfilling the disclosure obligations associated with the regulations. The Procedure also identifies the types of transactions which benefit – in compliance with the Consob Regulations - from an exemption from procedural provisions, without prejudice to that provided for by regulations on disclosure obligations.
Updated October 17, 2023