Related party transactions
In 2016, Italgas’s Board of Directors approved a compliance process in response to a new regulation of Consob ((Regulations no. 172210 of 12 March 2010), the Italian markets authority, on conflicts of interest and related-party transactions. This process was adopted in accordance with the Unbundling Regulation, taking into account the specific nature of Italgas’s activities, which are subject to oversight by the Electricity, Gas and Water System Authority in Italy.
Italgas’s related-party compliance takes into account this particular regulatory framework and makes assessments concerning the adoption of certain powers addressed in the Consob rules (Regulations no. 172210 of 12 March 2010), and the identification of “thresholds of significance” for individual transactions.
Italgas has separate approval procedures for “Small Transactions” and “Large Transactions” as well as for pay-related matter.
The Control, Risk and Related Parties Transactions Committee is responsible for issuing a non-binding reasoned opinion that must address the company’s interest in carrying out the transaction as well as the expedience and substantial accuracy of its conditions. In the event of a negative opinion, Italgas is required to inform the market at the end of the quarter in question of the reasons that led it to carry out the transactions despite this opinion.
These are the exclusive preserve of the Board of Directors. The Control, Risk and Related Parties Transactions Committee is charged with issuing a favourable reasoned opinion on the company’s interest in carrying out the transaction as well as the expedience and substantial accuracy of its conditions.
The committee, or one or more of its members, shall also be involved in the negotiation and examination stages, receiving comprehensive and timely information, with the power to request information and submit comments to the authorised bodies and persons tasked with carrying out the negotiations and examination.
The Committee may call upon independent experts to help it in evaluating transactions (small or large).
The Remuneration Committee (three, no executive directors all independent or non-executive directors, most of whom are independent as required by the Corporate Governace Code) is the body responsible for issuing an opinion on transactions concerning the remuneration of Italgas directors, statutory auditors and executives with strategic responsibilities.