Committee Related Party

Within the Board, the Committee for the approval of Related Party Dealings was established.
Said committee is made up exclusively of three Independent directors who must also be unrelated directors with regard to each transaction.

 

The Board of Directors appointed as members of the Committee Related Party:

  • the Independent Director Rita Ciccone (Chairman);
  • the Independent Director Paola Mignani;
  • the Independent Director Patrizia De Pasquale.

Functions of the Committee

The Committee for the approval of Related Party Dealings has the duty to perform all activities required by the Regulations and by the Procedures, and in particular:

 

  • with regard to transactions of lesser importance, to release, before approval of said transactions,  a reasoned, non-binding opinion on the company's interest in carrying out the transaction and on the suitability and substantial correctness of its terms and conditions; said non-binding opinion, whether positive or negative, must be communicated within three days before the expected date of approval of the transaction, unless due reasons are explained.
  • with regard to transactions of greater importance:
    • to participate in the negotiating and preliminary proceedings, by receiving a complete and timely information flow on the state of advancement of the transaction and with the power to request information and formulate remarks to the delegated bodies and persons in charge of conducting the negotiation and preliminary investigation;
    • to release a reasoned and binding opinion, before approval of the transactions, on the company's interest in carrying out the transaction as well as on the suitability and substantial correctness of its terms and conditions; such binding opinion, whether positive or negative, must be rendered, except for proved reasons, within three days of the date in which the Board of Directors is called to resolve on the transaction.

Where the nature, the scope and the characteristics of the transaction so require, the Committee has the power to request the assistance, at the Company’s expenses, of one or more independent experts of its choice, through the acquisition of specific reports and/or fairness and/or legal opinions.

Tags: committee