Composition

The Committee for Related Party Transactions is made up of three non-executive directors, all of whom are independent.

The current Committee is made up as follows:

  • Luca Dondi Dall’Orologio
  • Livia Salvini
  • Eric Jean Veron

Functions and meetings

The functions of the Committee for Related Party Transactions are governed by the Procedure for related party transactions approved by the Board fo Directors on 11 November 2010 and subsequently updated in 2013 and 2016 during the triennial review in accordance with Consob regulations (Comunicazione n. DEM/10078683 del 24 settembre 2010) on the matter.

The purpose of the “Procedure for Related Party Transactions” is to define the rules, procedures  and principles aimed at ensuring the transparency and the substantive and procedural fairness of transactions with related parties carried out by IGD, either directly or through its subsidiaries.

The Committee for Related Party Transactions with regard to:

  • less material transactions, will issue a non-binding opinion regarding the company’s interest in completing the transaction, its fairness and procedural correctness;
  • material transactions, without prejudice to the transactions subject to a Board of Directors’ resolution, will issue a binding opinion attesting to the fact that the transaction is in the best interest of the
    Company and that the terms and conditions are fair and substantively correct. Furthermore, the Committee for
    Related Party Transactions, or who on its behalf, will be involved in the preliminary phases (by receiving the information distributed) and the negotiations and is entitled to request information and share comments with the parties involved in the negotiations of this type of transaction. In order to formulate its opinion, if deemed necessary and opportune, the Committee for
    Related Party Transactions may avail itself of one or more independent experts of its choosing.

 

In 2018 the Committee met five times.