Related party transactions
The Related Parties Procedure, which takes into account the special features of our business sector and the regulatory context in which we operate, establishes the rules of transparency and fairness applying to transactions with related parties or with parties of interest.
In 2016 the Italgas Board of Directors approved - and in December 2017 updated - the procedure “Transactions involving directors and statutory auditors and Related Party Transactions” (the Related Parties Procedure or RPT Procedure), pursuant to Consob Regulation no. 17221 of 12 March 2010 and in compliance with unbundling regulations.
The Procedure aims to ensure that transactions carried out by the company or its subsidiaries with related parties or with “parties of interest” are essentially transparent and fair. The Procedure takes into account the specific nature of our activities and the special features of the legal and regulatory context in which we operate, also in consideration of the fact that Italgas and its subsidiaries are supervised by ARERA, the Italian Regulatory Authority for Energy, Networks and Environment.
Who are our related parties
Based on our present ownership structure, the related parties are:
- directors, statutory auditors and key managers. Under the RPT Procedure, directors and statutory auditors are required to declare potential interests that they have in relation to the group every six months, and to promptly report individual transactions that the group intends to carry out and in which they have an interest;
- associated companies of the Group and companies under its control;
- the subsidiaries directly or indirectly controlled by CDP, therefore including the shareholder Snam, and the Ministry of 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 includes specific obligations of transparency in relation to the public with regard to related party transactions.
Transactions of lesser and greater importance
The Procedure envisages different approval processes depending on whether “transactions of lesser importance” or “transactions of greater importance” are involved.
- For transactions of lesser importance, the Control, Risks and Related Party Transactions Committee expresses its justified non-binding opinion which must relate to the company’s interest in executing the transaction as well as the economic convenience and essential fairness of its terms. If the opinion is negative, at the end of the reference quarter the company must disclose to the market its reasons for carrying out such transactions despite the negative opinion.
- Transactions of greater importance are instead the sole responsibility of the Board of Directors. The Control, Risks and Related Party Transactions Committee expresses its justified binding opinion in favour of the company’s interest in executing the transaction as well as the economic convenience and essential fairness of its terms. The involvement of the Control, Risks and Related Party Transactions Committee (or of one or more of its members or committee delegates) is also envisaged in the negotiating and preliminary investigation stages.
Criteria and levels for identifying "negligible transactions” are also established, transactions with related parties which, in consideration of the size of the group, do not involve any appreciable risk to the protection of investors and the integrity of Italgas' capital and which are, therefore, excluded from the scope of application of the RPT Procedure.
Further information on the “significance indicators” taken into consideration to classify the transactions can be found in the Report on Corporate Governance and Ownership Structure.
The Appointments and Compensation Committee is responsible for issuing its opinion concerning transactions involving the remuneration of Italgas directors, statutory auditors and key managers.
Further information on remuneration can be found in the dedicated section .
ultimo aggiornamento 13 July 2018 04:33 UTC