The Procedure on Related Party Transactions (“RPT Procedure”) in force since 1 July 2021 is published on Iren's website (www.gruppoiren.it) and was approved by the Board of Directors on 28 June 2021, subject to the favourable opinion of the Related Party Transactions Committee (“RPTC”, entirely composed of Independent Directors).
Until 30 June 2021, the RPT Procedure approved by the Board of Directors on 30 June 2019 remained in force, again subject to the favourable opinion of the RPTC.
The above documents, in their versions in force from time to time, have been prepared in implementation of:
- the provisions regarding transactions with related parties set forth in article 2391-bis of the Italian Civil Code, as most recently amended by Legislative Decree No. 49 of 10 May 2019, concerned with "Implementation of Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement";
- the Regulation containing provisions on related party transactions, adopted by Consob by Resolution No. 17221 of 12 March 2010 and subsequent amendments and additions (“Consob Regulation”), in the version in force from time to time, taking into account the indications of Consob Communication no. DEM/10078683 of 24 September 2010 (“Consob Communication”); in particular, the update of the RPT Procedure by the parent's Board of Directors on 28 June 2021, effective as of 1 July 2021, incorporates the amendments made by Consob Resolution No. 21624 to the text of the Consob Regulation, also effective as of the same date;
- the provisions of Article 114 of Legislative Decree No. 58 of 24 February 1998 (“Testo Unico della Finanza”/ TUF - Consolidated Law on Finance) and the provisions of Regulation (EU) no. 596/2014 on market abuse.
The corporate documents adopted in accordance with the legislation on transactions with related parties, defined in coordination with the provisions of the administrative and accounting procedures pursuant to Art. 154‐bis of the TUF, aim specifically:
- to regulate the performance of transactions with related parties by Iren, directly or through subsidiaries, identifying internal procedures and rules capable of ensuring the substantial and procedural transparency and correctness of such transactions, and
- establish the methods for fulfilling the related disclosure obligations, including those provided for in legal and regulatory measures in force and applicable.
These, very briefly, provide for:
- the identification of the scope of related parties as per the IFRS adopted in accordance with the procedure set out in section 6 of Regulation (EC) 1606/2002 in the version in force at the time;
- the definition of a “related party transaction”;
- the identification of cases of exclusion and of transactions “for small amounts”;
- the procedures applicable to minor and major transactions, as the case may be;
- the persons responsible for the paperwork on related party transactions;
- the transactions on which the Shareholders must resolve;
- forms of disclosure and information flows.
Iren and its subsidiaries carry out transactions with related parties in accordance with the principles of transparency and fairness. These transactions mainly concern services provided to customers in general (gas, water, electricity, heat, etc.) or following concessions and awards of services, in particular for the waste management sector, and are governed by the contracts applied in such situations.
Where the services provided are not the above, the transactions are governed by specific agreements whose terms are established, where possible, in accordance with normal market conditions. If these references are not available or significant, the contractual conditions are defined also in consultation with independent experts and/or professionals.
Information on financial and economic transactions with related parties is included in the Notes to the Consolidated Financial Statements in sections “VI. Information on transactions with related parties” and “XII. Annexes to the Consolidated Financial Statements”, an integral part thereof.
As specified above, with a resolution adopted on 28 June 2021, effective as of 1 July 2021, the parent's Board of Directors approved an update to the RPT Procedure, implementing the amendments made by Consob Resolution No. 21624 to the text of the Consob Related Parties Regulation.
The main changes made concern in summary:
- in art. 3.1, the notion of Related Party, which, as of the effective date referred to above, is aligned with the IFRS in force from time to time (in particular, IAS 24);
- in art. 3.2, the notion of Related Party Transaction, with a view to aligning it with the IFRS and, in particular, with IAS 24;
- in art. 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 Immaterial Transactions and Material Transactions;
- in art. 3.3.5, a better illustration 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;
- in art. 6.2, the introduction of an information flow to the Committee with respect to exemptions;
- in articles 9 and 10, (a) the specification that the opinion issued by the Committee is to be understood as a separate document from the minutes of the meeting; (b) the reinforcement of the checks by the Committee regarding the independence of the experts appointed to support the examination of the Transaction;
- in art. 14.5, the provision for the involvement of the Committee, at least on an informational basis, with regard to Ordinary Material Transactions and those concluded at Conditions equivalent to Market or Standard Conditions.