Mergers and Acquisitions

Mergers and Acquisitions (M&A) transactions, including acquisition, disposal, merger, demerger, transfer or asset deal, strategic alliance and partnership transactions, take place in compliance with applicable domestic and international regulations and with the principles provided for in Leonardo Group’s Code of Ethics and Anti-corruption Code, as well as in the Organisational, Management and Control Model pursuant to Legislative Decree 231/2001.

As general principles set out in the related Leonardo’s procedure, the M&A process require segregation of responsibilities, a system of defined signatory powers consistent with the organisational and management responsibilities assigned, clarity and simplicity, impartiality and absence of conflicts of interest, traceability and storage of all the activities and relevant controls. The process requires also to conduct compliance due diligence of the counterparties in all M&A transactions.

Leonardo established the M&A Committee, an internal body, at management level, in charge of approving every M&A transaction and of monitoring the progress before and after their final approval and completion. The relevant Board of Directors of the Group companies, cannot ultimately approve M&A transactions without the prior approval of the M&A Committee.

The M&A Committee requires for all the Related Parties Transactions and all the transactions of relevant size a fairness opinion issued by external and independent auditing firm or reputable investment bank. All the Related Parties Transactions are scrutinised by the Control and Risk Committee, at Board level, entrusted with the task of also acting as the Committee for Related Parties Transactions. 

The Group Internal Audit, reporting to the Board of Directors, referring to the Internal Audit Plan risk based, periodically performs independent audits to verify compliance of M&A transactions with related procedure.