Procedure for transactions with related parties

In implementing the mandate under art. 2391-bis of the Italian Civil Code, on 12 March 2010, Consob approved a Regulation (hereinafter "Consob Related Parties Regulation") stipulating that listed companies must adopt procedures by 1 December 2010 that would ensure transparency and substantial and procedural correctness in transactions with related parties. In this regard, also taking into consideration the recommendations in the Stock Exchange Code, on 30 November 2010, the IREN S.p.A. Board of Directors unanimously approved an internal Regulation for transactions with related parties, which came into force from 1 January 2011, and was subsequently amended in February and December 2013, and more recently in March 2015.

On 15 March 2016, the Company's Board of Directors adopted an Operating Procedure to manage Related-Party Transactions, which supplemented and detailed the provisions of the aforementioned Regulation.

The rules to ensure

the transparency and fairness,

both substantive and procedural,

of the transactions

In implementing the provisions under art. 14.1 of the Regulation, on 12 April 2018, the Company's Board of Directors approved with the deferred effective date of 1 July 2018, a new Procedure for related-party transactions (hereinafter the "Procedure"). From the above date, this is the only reference document in the Group.

As of 1 July 2018, the new Procedure replaced the current corporate documentation in an effort to simplify and streamline. 

 

Recently, with resolution adopted on 28 June 2021, effective as of 1 July 2021, the Company's Board of Directors approved an update to the Procedure, implementing the amendments made by Consob Resolution no. 21624 to the text of the Consob Related Parties Regulation.

 

The Independent Directors Committee voted in favour with regard to the decisions vested with the Company's Board of Directors (as from December 2014, this referred to the Iren S.p.A. Related Party Transactions Committee) referring to the Regulation, including its updates, and the Operating Procedure for managing Transactions with Related Parties. 

Prior approval was also obtained from the Company's Related Party Transactions Committee regarding the content of the IREN S.p.A. Procedure for Transactions with Related Parties, which was last updated on 28 June 2021, effective 1 July 2021.

Contents

The procedures adopted refer to the definitions and provisions in the Consob Regulation from the perspective of improving protection and operations. 

 

The main changes made when adopting the Procedure for Transactions with Related Parties of IREN S.p.A., most recently updated by resolution of the Board of Directors of IREN S.p.A. passed on 28 June 2021, effective 1 July 2021, concern in brief:

 

(i) in art. 3.1, the notion of Related Party, which, as of the effective date of the new Procedure, is aligned with the IFRS in force from time to time (in particular, IAS 24);

 

(ii) in art. 3.2, the notion of Related Party Transaction, with a view to aligning it with the IFRS and, in particular, with IAS 24;

 

(iii) in art. 3.3.1, the introduction of a new definition regarding the Directors involved in the Transaction, who are required to abstain from voting on the Transaction itself, both for Minor Transactions and for Major Transactions;

 

(iv) in art. 3.3.5, a better illustration of the Conditions that can be considered equivalent to Market or Standard Conditions, identified in the participation in tenders in certain hypotheses identified by the Procedure;

 

(v) in art. 6.2, the introduction of an information flow to the Committee with respect to exemptions;

 

(vi) in articles 9 and 10, (a) the specification that the opinion issued by the Committee is to be understood as a separate document from the minutes of the meeting; (b) the reinforcement of the checks by the Committee regarding the independence of the experts appointed to support the examination of the Transaction;

 

(vii) in art. 14.5, the provision for the involvement of the Committee, at least on an informational basis, with regard to Ordinary Major Transactions and those concluded at Conditions equivalent to Market or Standard Conditions.

 

In accordance with the provisions of the Consob Regulation, transactions with related parties were divided into major transactions, minor transactions and transactions for small amounts, with the provision of procedural arrangements and transparency differentiated according to the type of the transaction. 

 

A central role is given to the Related Party Transactions Committee, which is entirely composed of independent directors who are unrelated to the individual transaction under consideration (hereinafter the "Committee"). If there are no independent and unrelated Directors on the Board with respect to the individual transaction, appropriate Alternative Overseers are provided. In the case of transactions involving the remuneration of Directors and Senior Executives with strategic responsibilities of the Company, the Remuneration and Appointments Committee assumes responsibility for the matter, limited to cases where the composition of the aforementioned Committee meets the minimum requirements of independence and non-relation of its members as required by the Consob Regulation.

 

Specifically:

 

for Minor Transactions, the Committee is required to express a prior non-binding, supported opinion regarding the Company's interest in the completion of the transaction and the convenience and substantial correctness of the relative conditions;

for Major Transactions, the Committee is instead involved during the investigatory phase and is required to express a prior favourable opinion regarding the Company's interest in the completion of the transaction, as well as the convenience and substantial correctness of the relative conditions.

 

With regard to public disclosure, the provisions in the Consob Regulation on the subject are fully referenced herein.

Procedure regarding transactions with related parties

2022_Documento Informativo relativo all’Operazione di Maggior Rilevanza PF Edifici

2021_Disclosures document on transactions with related parties

2021_Disclosures document on transactions with related parties

2018_Updated disclosure document on transactions of material relevance with related parties

2018_Disclosure document on transactions of material relevance with related parties

2017_Prospectus related to the repayement of a loan involving banks through intercompany funding (ITA) 

2016_Prospectus related to the repayement of a loan involving banks through intercompany funding (ITA)