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, 2016 and 2021. The innovations introduced at national level by Consob, in order to implement the SHRD II Directive, have led to merely marginal changes to the Procedure already adopted by IGD, mainly at the definitional level: the perimeter of related parties has been expanded, today coinciding with the accounting definition, moreover, some existing procedural safeguards have been strengthened.

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 2022 the Committee met 4 times and all members attended 92% of the meetings. The meetings lasted an average of around 1 hour and 6 minutes.