Compliance procedures

Compliance procedures

Our corporate culture is based on values of transparency and fairness, which are also expressed through procedures and policies that govern our daily behaviour. We promote a culture of competition from an antitrust perspective, ensure the protection of personal data in compliance with privacy legislation and ensure substantial fairness in transactions with related parties.

Antitrust Code

The Antitrust Code defines the behavioural guidelines to which all employees of Italgas and its subsidiaries must conform in order to ensure compliance with the applicable Antitrust regulations. 

The Code is part of the initiatives aimed at fostering the development of a corporate culture of competition protection and establishing procedures and systems to minimise the risk of antitrust violations. It applies to the entire group, as part of the management and coordination activity exercised by Italgas over its subsidiaries.

A specific Antitrust Unit has been set up within the Legal Department, to which each person in the group can turn for the interpretation and application of the Antitrust Code and whenever a situation of potential Antitrust risk arises.

Protection of privacy

We consider the proper handling of personal data to be of paramount importance and take the utmost care to protect personal data collected and processed in the course of business.

Related Party Transactions

The Related Parties Procedure, which takes into account the peculiarities of our sector and the regulatory context in which we operate, establishes the rules of correctness and transparency to which transactions carried out with related parties or persons of interest are subject.

The Board of Directors of Italgas approved in 2016 – and updated in December 2017 – the Procedure “Transactions with interests of directors and statutory auditors and Transactions with related parties” (the so-called Related Parties Procedure or OPC Procedure) pursuant to Consob Regulation 17221 of 12 March 2010 and in compliance with the Unbundling Regulations.

On 14 June 2021, the Board of Directors of Italgas updated the RPT Procedure in light of the amendments made to the RPT Rules by Consob Resolution No. 21624 of 10 December 2020. The RPT procedure also complies with the provisions and recommendations of the Corporate Governance Code to which Italgas adheres and is issued in coordination with the administrative and accounting procedures pursuant to Article 154-bis of the Consolidated Law on Finance. 

The updated version of the RPT Procedure is effective as of 1 July 2021.

The RPT Procedure aims to ensure the transparency and substantive and formal correctness of transactions with related parties or “persons of interest”, carried out by the company itself or by its subsidiaries, also taking into account the aim of avoiding the risk of depletion of the company’s assets. The Procedure takes into account the specific nature of our activities and the peculiarities of the regulatory context in which we operate, also in consideration of the fact that Italgas and its subsidiaries are subject to the supervision of the Regulatory Authority for Energy, Networks and the Environment.

Who are the related parties

Based on our current ownership structure, related parties are represented by:

  • Directors, auditors and key managers. The RPT Procedure provides for the obligation of directors, statutory auditors and executives with strategic responsibilities to issue, at least once a year, a statement identifying the Related Parties related to them and to promptly report any changes, as well as, limited to directors and statutory auditors, a statement representing the potential interests of each in relation to the group, and to promptly report individual transactions that the group intends to carry out in which they have an interest.
  • The Group’s subsidiaries, associates and joint ventures.
  • Companies controlled directly or indirectly by CDP, including therefore the shareholder Snam, and by the Ministry for the Economy and Finance (MEF).

Transactions with these entities relate to the exchange of assets, the provision of services and, in the case of CDP, the provision of financial resources. These transactions are part of ordinary business operations and are generally settled at arm’s length, i.e. the conditions which would be applied between two independent parties. All the transactions carried out were in the interest of the companies of the Italgas Group.

The RPT Procedure provides for specific transparency obligations towards the public with regard to transactions with related parties.

Minor and major transactions

The Procedure provides for different approval procedures depending on whether the transaction is a “less material transaction” or a “material transaction”.

Minor and major transactions

For transactions of minor importance, the Audit and Risk Committee and Related Party Transactions expresses a reasoned non-binding opinion, which must concern the company’s interest in carrying out the transaction as well as the appropriateness and substantial correctness of its conditions. In the event of a negative opinion, the company is obliged to inform the market, at the end of the quarter in question, of the reasons for carrying out the transactions despite this opinion.

Transactions of major importance

Transactions of major importance, on the other hand, are the exclusive responsibility of the Board of Directors. The Control, Risk and Related Party Transactions Committee shall provide a grounded, favourable, binding opinion on the interests of the Company in fulfilling the Transaction and on the convenience and substantial correctness of the related conditions. It is also envisaged that the Control and Risk Committee and Related Party Transactions (or one or more of its members, delegated by the committee) will be involved in the negotiation and preliminary stage.

Criteria and thresholds are also established for the identification of “minor transactions”, i.e. transactions with related parties which, in view of the size of the Group, do not entail any appreciable risk for the protection of investors and the integrity of Italgas’ assets, and which are therefore excluded from the scope of application of the RPT Procedure. 

For more details on the “materiality indices” used to classify transactions, see the relevant section in the Report on Corporate Governance and Ownership Structure.

Remuneration

The Nomination and Remuneration Committee is the body responsible for issuing opinions on transactions involving the remuneration of directors, statutory auditors and managers with strategic responsibilities at Italgas.

For more details on remuneration, see the section on remuneration.

 

Market Abuse Procedure

Procedures related to Market Abuse regulations concern the disclosure of inside information to the public, the management of the register of persons who have access to it and the fulfilment of internal dealing obligations.

Anti-corruption

We consider corruption to be a serious threat to the development of economic and social relations, and we oppose it both in relations with public officials and with private individuals. We are committed to tackling any form of corruption, formalising this commitment in specific procedures.

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