Operations with Related Parties
The Company has adopted rules of conduct laying down the procedures to be followed in undertaking transactions with related parties, including other Group companies. These rules of conduct are directed towards guaranteeing procedural and substantial correctness and transparency while ensuring full co-responsibility of the Board of Directors in the relative resolutions.
Under these rules, all transactions with related parties, including intercompany transactions, save for typical and usual transactions to be concluded at standard terms, must receive prior Board approval. With this objective, the Board of Directors receives suitable information on the nature of the relationship, the method of performance of the transaction, the conditions, including financial conditions for its completion, the valuation procedure followed, the underlying interests and motives and regarding any risks for the Company. Moreover, in case there is any relationship with a Director or a related party through a Director, the Director involved shall confine himself/herself to providing clarification and then leave the room where the Board Meeting is being held in view of the resolution. Due to the nature, the value and the other characteristics of the transaction, the Board of Directors, in order to avoid incongruous conditions for the performance of the transaction, is assisted by one or more experts who give their opinion on the financial terms and/or the legitimacy and/or technical aspects of the transaction, as the case may be.
In its meeting of May 6, 2005, the Board of Directors approved several amendments to the “Code of Conduct for Executing Transactions with Related Parties", to ensure the fair application of these principles to internal operating processes. In this regard, the Board adopted a specific procedure aimed at ensuring better tracking of internal operating processes and identifying responsibilities in related decisions.