Related Parties Regulation
The Related Parties Regulations contains the rules and general principles on procedures that Italian companies with shares listed on Italian regulated markets (or other EU countries) and with a significant portion of shares held by the general public are obliged to adopt, in order to guarantee transparency and fairness, both substantive and procedural, of transactions with related parties, carried out directly or through subsidiaries. On the 17th of September 2013, the Board of Directors resolved to appoint as members of the Related Parties Committee, Mr. Edoardo Esercizio, Chairman, and Mr. Bozzetti. On the 11th of February 2014, the Related Parties Committee was integrated with the addition of a third member, Ms. Alessandra Fornasiero. The Related Parties Committee is required to perform its functions with regard to:
- Expressing a non-binding reasoned opinion on the Company's interest in concluding each Transaction of Minor Significance as well as on the substantial fairness and convenience of the relevant conditions;
- in the case of Transactions of Major Significance, it is involved in the negotiations and in the preliminary phase. Once this phase is concluded it expresses a binding reasoned opinion on the Company's interest in concluding the Transaction, as well as on the substantial fairness and convenience of the relevant conditions.
Related party transactions of minor significance
In the event of transactions of minor significance, the Related Parties Regulations requires the Committee to express a non-binding reasoned opinion for Transactions with Related Parties; the right of the Committee to use independent experts of their choice; an adequate and thorough ex ante disclosure; the presence, in the minutes of the resolutions approving transactions of minor significance, of an adequate justification about the Company’s interest in concluding the transaction, as well as on the substantial fairness and convenience of the relevant conditions; disclosure to the public (at least quarterly) on the approved transactions with the simultaneous publication of negative opinions. On a quarterly basis, the CEO makes a full disclosure to the Board of Directors and Board of Statutory Auditors, on the execution of transactions. These provisions also apply when the transaction is within the powers of the Shareholders’ Meeting or has to be approved.
Related Party transactions of major significance
With reference to Related Party transactions of major significance the Company uses its right to apply the procedure established for transactions of minor significance. In the event that it can no longer qualify as a small listed company, it will adapt the present Procedure to the derogated provisions. With reference to transactions of major significance it is only the Board of Directors that has the power to approve them; the Committee for Transactions with Related Parties is involved in both the negotiation phase and the preliminary phase, receiving complete information and with the power to request clarifications and make recommendations to the executives; the resolution is adopted entirely by the administrative body with the non-binding opinion of the Related Parties Committee, who can be assisted by independent experts of its choice; the minutes of the approved resolutions contain adequate reasons on the Company’s interest in concluding the transaction, as well as on the substantial fairness and convenience of the relevant conditions; disclosure to the public on the approved transactions with simultaneous publication of negative opinions; the chief executive officer carries this out on a quarterly basis.
Related Party Transactions performed through subsidiaries
Transactions performed through subsidiaries, which are not covered under Excluded Transactions, must be approved beforehand by the Board of Directors, after receiving a non-binding opinion of the Committee for transactions with Related Parties. In relation to each transaction the Board of Directors and the Related Parties Committee must receive from the subsidiary, as soon as possible, sufficient information to enable a preliminary examination of the transaction.
For the issue of its opinion, the Related Parties Committee may request information from the delegated bodies of the subsidiary and may be assisted at the expense of the Company, by one or more independent experts of its choice. The subsidiaries must guarantee a flow of information with respect to the Company, by promptly providing all the information related to the transaction to the manager responsible for the preparation of accounting documents.