The current Related Party Transactions Committee was appointed by the Board of Directors on March 31, 2022 after the election, on the same date, by the Shareholders’ Meeting of the new Board of Directors, and its term of office will end at the natural end of the term of office of the Directors sitting on the committee, and therefore with the Shareholders’ Meeting called upon to approve the 2024 financial statements.
It currently consists of the following three independent Directors: Paolo Di Benedetto (Chairman), Fabio Gallia and Angela Gamba. The members were appointed by the Board of Directors, upon proposal of the Chairman.
Attributions and operation of the Related Party Transactions Committee
The Company’s Related-party Procedure provides that the Related Party Transactions Committee should be appointed by the Board of Directors and be composed of three non-executive and independent Directors.
The Chairman of the committee is appointed, from amongst its members, by the Board of Directors; if the latter does not do so, he is appointed by the committee itself.
The Related Party Transactions Committee carries out the tasks reserved to it by Consob’s Related-party Regulation and established in the Related-party Procedure, as most recently amended in June 2021. Primarily, the Related Party Transactions Committee is called upon to perform the following functions:
- monitor the preliminary analysis phase of Highly Material Transactions;
- issue opinions on related-party transactions that qualify as Highly Material and Less Material pursuant to the Related-party Procedure;
- examine transactions that qualify as Regular transactions that exceed the size threshold of Highly Material transactions;
- verify, according to the timing set out in the Related-party Procedure, the cases of total or partial exemption from the application of the Procedure, particularly with reference to Highly Material Regular and Intercompany Transactions.
The Related-party Procedure establishes that if in the specific transaction there is a correlation or relationship on the part of more than one of the committee members such as to impair independence from the counterparty, to be ascertained according to the procedure laid out in the Related-party Procedure, the opinion is issued by an Alternative, Equivalent Oversight Entity, activated in the circumstance and the composition of which is defined by the Related-party Procedure.
The Related-party Procedure also establishes that any member of the Related Party Transactions Committee 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 its nature, timing, origin and scope.
A meeting of the Committee of Independent Directors shall be deemed to have been validly convened when a majority of its members is in attendance, provided that the absent member expressed his consent to the meeting being held. The committee approves resolutions by a majority vote of its members, the abstaining members not being counted, or with the unanimous vote of its members, when a two-member Alternative, Equivalent Oversight Entity is activated. If a member abstains or if the two member of which the Alternative, Equivalent Oversight Entity is comprised cast opposing votes, an independent expert 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 and other Company executives or employees may also be invited merely for information purposes. In addition, notice that a committee meeting is being convened must also be given to the Board of Statutory Auditors, whose members have the right to attend those meetings.
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 decision-making authority. The methods and timing of the above-mentioned information flows are governed by the provisions of the Related-party Procedure. Notwithstanding the above, at the first Board meeting held after each committee meeting, the Committee Chairman usually informs the Board of Directors of all the activities performed.
In the performance of its work, the committee is supported by the Corporate Affairs & Governance Department, which has established a dedicated support unit.