Procedure regarding transactions with related parties
In implementation of the delegation contained in article 2391-bis of the Civil Code, on 12th March 2010 Consob approved a Regulation (hereinafter the "Consob Related Parties Regulation") that required listed companies to adopt - by 1st December 2010 - procedures that would ensure transparency and substantial and procedural correctness to transactions with related parties. To this end, also taking into account the recommendations on the subject established by the Code of Conduct of Borsa Italiana, on 30th November 2010, the Board of Directors of IREN S.p.A. has unanimously approved the Internal Rules governing transactions with related parties (hereinafter the "Regulations"), which entered into force on 1st January 2011 and which was amended in February and December 2013, and lastly in March 2015.
On March 15, 2016, the Company's Board of Directors adopted an Operating Procedure for the management of Transactions with Related Parties, which integrated and detailed the provisions of the aforementioned Regulation.
In execution of the provisions of art. 14.1 of the Regulations, dated 12th April 2018, with deferred effect from 1st July 2018, the Company's Board of Directors approved a new Procedure for transactions with related parties (hereinafter the "Procedure"), a document which, starting from the aforesaid date, constitutes the single reference document in the Group.
Since 1st July 2018, the new procedure replaced the corporate documents in force, with rationalization and simplification objectives.
Lastly, with a 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.
On the Regulation, including the related updates, as well as the Operating Procedure for the management of Transactions with Related Parties, prior favourable opinion by the competent Committee of Independent Directors, in relation to the decisions of the Board of Directors of the Company (from December 2014, IREN SpA Committee for Transactions with Related Parties) was expressed.
Also with regard to the contents of IREN S.p.A Procedure concerning transactions with related parties, as amended lastly on 28 June 2021, with effect from 1 July 2021, the favourable opinion of the Committee for Transactions with Related Parties of the Company was previously obtained.
The procedures adopted reflect the definitions and provisions of the Consob Regulation with a view to greater protection and operations.
The main changes introduced at the time of adoption of IREN S.p.A. Procedure concerning transactions with related parties, as amended by the Board of Directors of IREN S.p.A. lastly on 28 June 2021, with effect from 1 July 2021, they concern:
(i) in Article 3.1, the notion of Related Party, which, starting from the effective date of the new Procedure, is aligned with the provisions of the international accounting standards in force from time to time (in particular, IAS 24);
(ii) in Article 3.2, the notion of Related Party Transaction, with a view to aligning it with the same international accounting standards and, in particular, with IAS 24;
(iii) in Article 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 Transactions of Lesser Relevance and for Transactions of Greater Importance
(iv) in art. 3.3.5, a better exemplification 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 Article 6.2, the introduction of an information flow to the Committee regarding cases of exemption;
(vi) in Articles 9 and 10, (a) the specification that the opinion issued by the Committee is to be intended as a separate document from the minutes of the meeting; (b) the strengthening of the checks by the Committee on the independence of the experts appointed to support the examination of the Transaction;
(vii) in art. 14.5, the provision of the involvement of the Committee, at least on an informational basis, with regard to Transactions of Greater Importance that are Ordinary and that are concluded at Conditions equivalent to Market or Standard Conditions.
In accordance with the provisions of the Consob Regulation, transactions with related parties have been diversified in transactions of greater significance, transactions of lesser importance and transactions of small amount, with the provision of procedural and transparency procedures differentiated according to the type of transaction.
A central role is assigned to the Committee for Transactions with Related Parties, entirely composed of independent directors and not related to the individual transaction in question (hereinafter the "Committee"). If there are no independent and unrelated directors in the Board regarding the single transaction, suitable Alternative solutions are envisaged. In the case of transactions concerning the remuneration of Directors and Managers with strategic responsibilities of the Company, the Remuneration and Appointments Committee is responsible for the matter, limited to cases in which the composition of the aforementioned Committee enables the minimum independence requirements to be met and non-correlation of its members required by the Consob Regulation.
- for Transactions of Lesser Relevance, the Committee is required to express a prior non-binding opinion on the interest of the Company in carrying out the transaction and on the convenience and substantial correctness of the related conditions;
- for Transactions of Greater Importance, it is envisaged that the Committee is involved in the preliminary phase and that the same Committee previously expresses a reasoned favourable opinion on the interest of the company in carrying out the transaction, as well as on the convenience and substantial correctness of the related conditions .
With reference to the information to the public, the provisions on the subject provided for by the Consob Regulation have been fully recalled.