In compliance with the principles laid down by Consob (Commissione Nazionale per le Società e la Borsa - National Commission for Companies and the Stock Exchange) in resolution 17221/2010, as subsequently amended (the “Consob RPT Regulation”), the “Procedure for transactions with Related Parties” (the “RPT Procedure”) establishes rules to ensure transparency and substantial and procedural correctness for transactions with related parties implemented by the Company directly or through its Italian and foreign subsidiaries.
On 29 November 2010, the Board of Directors, having obtained the unanimous favourable opinion of the Committee of Independent Directors for Related Parties Transactions, unanimously approved the new RPT Procedure pursuant to Consob Regulation 17221/2010.
On 13 May 2014, following the review process (started in December 2013) on related parties transactions’ procedure as recommended by Consob to be performed every three years, the Board of Directors approved certain improvements to the RPT Procedure based on elements that emerged from the Group's operating process and from indications provided to the market by the same SupervisoryAuthority.
On 19 December 2017, as a result of the further review process after three years, the Board of Directors approved a new version of the RPT Procedure, which came into force on 8 March 2018.
On 24 June 2021, the Board of Directors approved, again with the favourable opinion of the Committee for Related Parties Transactions, a further updating of the RPT Procedure, effective as of 1 July 2021, which, among other things, aligns the provisions of the Procedure with the amendments to the Consob RPT Regulation approved by Consob in resolution 21624, dated 10 December 2020 and coming into force on 1 July 2021.
The Committee for Related Parties Transactions, in its current composition, is formed by Bruno Chiomento (independent director) and Ernesto Albanese (independent director appointed by minority shareholders) and co-ordinated by Francesco Umile Chiappetta (independent director appointed by minority shareholders).