Related Party Transactions Committee

In accordance with what is established by the current RPT Procedure, the Board of Directors set up a specific Related Party Transactions Committee (“RPTC”).

The RPTC consists of four Directors in possession of the requirements of independence provided for in Articles 147‐ter, paragraph 4 and 148, paragraph 3 of the Consolidated Law on Finance and the additional requirements set forth in Recommendation no. 7 of the Code. In order to guarantee the double requisite of independence and non‐relatedness in each transaction to be examined, in the context of the current RPT Procedure mechanisms were put in place to identify any subjects responsible, as an alternative, for the enquiry.

Specifically, without prejudice to the competence of the RAC in the case of transactions related to the remuneration of the Parent’s Directors and the Group’s Key Management Personnel, it is envisaged that:

  • if possible, the RPTC is expanded to include other independent Directors, “unrelated to the transaction under review” who are members of the Parent’s Board of Directors, attributing to same administrative body the task of identifying, in order of seniority, a Sub-Committee composed of at least two, for minor transactions, or three, for major transactions, Independent Directors unrelated to the individual transaction with Related Party under review;
  • If there is not even one member of the RPTC or of the Board of Directors that has the above requisites of independence and non-relation, of the investigation in relation to the transaction to be examined, an Independent Expert appointed by the Parent's Board of Directors will be vested as Alternative Overseers.

With resolutions passed on 22 and 30 May 2019, the Board of Directors identified, as members of the Related Party Transactions Committee for the three years 2019‐2021, the following Directors:

  • Licia Soncini;
  • Alessandro Giglio;
  • Giacomo Malmesi;
  • Ginevra Virginia Lombardi;

all in possession of the requirements of independence under the terms of the provisions of the Consolidated Law on Finance, and pursuant to Recommendation no. 7 of the Code.

On 29 May 2019, the RPTC appointed Licia Soncini as its Chairperson.

In 2021, the RPTC met 8 times preparing, among other things, opinions that, from 1 July 2021, are annexed to the minutes of the Committee’s meetings. The meetings of the Committee were attended by the Chairperson of the Board of Statutory Auditors and/or another/other statutory auditor(s) designated by the latter.