Directors' interests and Transactions with Related Parties
In order to implement the delegation contained in Article 2391-bis, Italian Civil Code, Consob approved a Regulation on 12 March, 2010 which obliged listed companies to adopt procedures no later than 1 December, 2010 to guarantee transparency and substantive procedural and effective correctness for transactions with related parties.
Following the adoption of Consob’s Related Parties Regulation and taking into account the recommendations established by the then current Corporate Governance Code, in 2010, Saipem’s Board of Directors, with the favourable opinion of the Committee responsible for Related Parties Transactions (Audit and Risk Committee until the Board of Directors established the Related Parties’ Committee on May 18, 2021), unanimously approved a specific procedure on the subject, most recently updated on October 25, 2023 and named “Management System Guideline Related Parties Transactions and Parties of Interest” (the “Related Parties MSG”).
The Related Parties MSG sets out the principles and rules that Saipem and its subsidiaries must comply with in order to ensure the transparency and substantial and procedural fairness of transactions with related parties or with parties involving the interests of Directors, Statutory Auditors and Senior Managers with Strategic Responsibilities of Saipem, entered into by the Company or its subsidiaries. The Related Parties MSG defines the timing, responsibilities, and means of verification by the relevant functions, as well as the information flows that must be complied with for the purpose of its proper application.
The procedure reflects the definitions and provisions of the CONSOB Regulation: transactions with related parties have been divided into transactions of major importance, transactions of minor importance, and exempted transactions, with different procedures to be followed based on the type and relevance of the transaction.
pdf - 11-2023
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