This Committee performs the tasks reserved for its jurisdiction by the Consob regulation that governs related-party transactions and the relevant procedure adopted by the Company in December 2010 (Internal Related-party Procedure). Specifically, the Committee is required to provide in advance a factual opinion about the Company’s interest in executing material related-party transactions, classified by the Consob, based on the amount involved and their purpose, as Highly Material or Less Material (as specified in detail in the section of this Report entitled “Interests of Directors and Related-party Transactions”), and whether the transaction’s terms and conditions are beneficial and substantively fair. In the case of Highly material Transactions, the Committee involvement is required starting at the transaction’s negotiation phase and a comprehensive and a timely flow of information must be provided to the Committee, which may request additional information.
Pursuant to the Internal Related-party Procedure, the Committee of Independent Directors must be comprised of three non-executive and independent Directors. In addition, none of these Directors may qualify as a related party with regard to an individual related-party transaction about which the Committee is being asked to render an opinion.
The Committee was established by a resolution of the Board of Directors on December 3, 2010 and became operational on January 1, 2011. Its members are the following independent Directors: Mario Cocchi, Gregorio Gitti, and Gian Maria Gros Pietro.
The Committee of Independent Directors may operate only if at least two Directors do not qualify as a related party with regard to an individual related-party transaction. The existence of a related-party relationship, which must be ascertained separately on each occasion, must be communicated by the affected Director to the other members of the Committee. When at least two Directors who do not qualify as a related party are not available, the Alternative, Equivalent Oversight Entities, as specified in the Internal Related-party Procedure (see the section entitled “Interests of Directors and Relatedparty Transactions”) must be activated.
Moreover, any member of the Committee of Independent Directors who may have an interest, directly or on behalf of a third party, in a transaction with a related party must disclose this interest to the other Committee members, detailing the nature, timing, origin and scope of said interest.
A meeting of the Committee of Independent Directors shall be deemed to have been validly convened when all of its members or a majority of them is in attendance provided that the absent member expressed his/her consent to the meeting being held. The Committee approves resolutions by a majority vote of its members or, when one of its members qualifies as a related party, with the unanimous vote of its members. If a Committee member abstains or the Committee has only two members and the two voting Directors cast opposing votes, an Alternative, Equivalent Oversight Entity will be asked to render an opinion.
The Committee of Independent Directors may request the support of one or more independent consultants of its choosing, retained at the Company’s expense. In the case of Less Material Transactions, expenses may not exceed 350,000 euros. There is no limit for Highly Material Transactions but cost may not be demonstrably unreasonable.
Independent consultants retained to support the Committee may be invited to attend Committee meetings. The Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer and other Company executives or employees may also be invited merely for information purposes.
The Committee may delegate to its Chairman or another Committee member the task of becoming involved in the information gathering and negotiation phases of Highly Material Transactions. With regard to these transactions, the delegated Committee members have the right to request additional information and make recommendations to the Company’s governance bodies or to the parties in charge of the negotiations and the information gathering process.
The Committee must be provided with an adequate flow of information regarding the characteristics of the transactions with regard to which it is being asked to render an opinion before its implementation and is required to promptly submit its opinion to the Board of Directors or to the party with decisionmaking authority. The methods and timing of the abovementioned information flows are governed by the provisions of the Internal Related-party Procedure.
In the performance of its work, the Committee is supported by the Corporate Affairs function, which has established a dedicated support unit.