IGD SiiQ

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Committee for related party transactions

Establishment and composition

The Committee for Related Party Transactions was formed by the Board of Directors on 26 August 2010, in accordance with the Consob regulations as per Resolution n. 17221 of 12 March 2010, as subsequently amended in Resolution n. 17389 of 23June 2010, it is comprised of 3 independent directors.

The Company adopted the "Procedure for Related Party Transactions" during the Board meeting of 11 November 2010 and, subsequently, on 7 November 2013, at the triennal review, having obtained a favourable opinion from the Committee for Related Party Transactions, pursuant to Art. 2391-bis of the Italian Civil Code and to Art. 4, paragraph 1 and 3, of Consob Regulations providing rules on related party transactions. This procedure is intended to define the rules, procedures and principles aimed at ensuring transparency and procedural fairness of the transactions undertaken with related parties carried out by IGD, either directly or through subsidiaries.

 

Functions

The Committee has taken since January 2011, the functions that previously referred to the Internal Control Committee as regard to evaluation of related party transactions, including intercompany transactions, ensuring that they are adjusted to market conditions. These operations are not classified as atypical or unusual transactions or as part of the normal business course of the Group's companies.

The Committee is called upon to exercise its functions in relation to:

  • express a non-binding opinion regarding the Company's interest in completing less material related party transactions, as well as the substantial correctness and fairness of the terms and conditions of said transactions;
  • with regard to material related party transactions the Committee is involved during the negotiations and preliminary phases of the transactions. Once the preliminary phases are completed, it expresses a binding opinion regarding the Company's interest in completing the material related party transaction, as well as the substantial correctness and fairness of the terms and conditions of said transaction.

The Committee for Related Party Transactions currently in charge met 2 times in 2016 and each meeting lasted approximately thirty minutes.

The actual members of the Committee were appointed in Board of Directors' meeting of 17th April 2015.

Name Role Attendance
Rossella Saoncella Independent director 100%
Andrea Parenti Independent director 100%
 

 
 
 
 
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