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 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, 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.
On 2nd July 2018 and 30 May 2019, the Board of Directors of the Company approved a number of amendments to the Procedure for transactions with related parties, respectively related to par. 8.5 and par. 7.
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 30 May 2019, 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 (hereinafter the “Procedure”), as amended by the Board of Directors of IREN S.p.A. lastly on 30 May 2019, in addition to the unification of the current documents and the rationalization of the related provisions, they concern: (i) a more precise declination of the concepts relevant to the application of the Procedure itself as well as the identification of the subjects qualifiable as Related Parties of the IREN Group; (ii) the implementation of the RPT Evaluation Commission, established as a permanent monitoring function for monitoring the process of evaluating transactions and as a filter between the management and the persons responsible for investigating transactions (typically, the Committee for Transactions with Related Parties); (iii) the regulation of information flows, with a view to improving quality and in terms of the relative timing.
The new Procedure also incorporates the amendments made to the Regulation containing provisions on transactions with related parties, most recently with a resolution adopted by Consob no. 19974 of 27 April 2017, for the implementation of Regulation (EU) no. 596/2014 on market abuse.
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.