Procedure for related parties transactions
Directors' interests and transactions with related parties
The Management System Guideline (MSG) on “Transactions involving the Interests of Directors And Statutory Auditors and Transactions with Related Parties” establishes the principles and rules that Saipem and its subsidiaries must comply with in order to ensure transparency and substantive, procedural correctness of Transactions entered into by Saipem and/or its subsidiaries with Related Parties and with Parties of Interest with Saipem Directors and Statutory Auditors.
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.
Bearing in mind the recommendations of the Corporate Governance Code issued by Borsa Italiana, on 24 November, 2010, Saipem’s Board of Directors unanimously approved the procedure ‘Transactions with Interests held by Directors and Statutory Auditors and Transactions with Related Parties’, which became effective as of 1 January, 2011, to replace the procedures previously approved by the Board of Directors in 2003.
The Audit and Risk Committee, which consists entirely of independent Directors pursuant to the Corporate Governance Code in force at the time and the above-mentioned Regulations, had previously expressed a unanimous, favorable opinion to adopt this procedure.
Lastly, at its meeting on 27 April, 2021, the Board of Directors received the favorable opinion of the Audit and Risk Committee, previously identified by the Board as the Committee responsible for issuing the opinion required by Art.4, paragraph 3 of CONSOB Regulations on Transactions with Related Parties (Related Parties Committee) and updated the procedure to reflect the changes in the CONSOB Regulations on Transactions with Related Parties.
On 18 May, 2021, the Board of Directors set up a specific Related Parties Committee.
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.
This procedure attributes a key role to independent Directors in the Audit and Risk Committee, whose composition is established by the current legislation on transactions with Related Parties (Related Parties Committee).
The Board of Directors specifically reserves the right to approve transactions of major importance, subject to the favorable opinion of the Audit and Risk Committee, which has to be involved in negotiations and promptly receive complete information. .
The Audit and Risk Committee, whose composition is established by the current legislation on Related Parties (Related Parties Committee), expresses a reasoned, non-binding opinion on the interest of the Company to conclude a transaction of minor importance, and the expedience and substantive correctness of its terms and conditions.
The procedure has also identified Transactions of small amounts, which are excluded from the procedure, together with other types of transactions which, due to the nature of the revenue and/or cost, are considered to be Regular Transactions, as they are completed in market-equivalent or standard terms and conditions, and are, therefore, excluded from the procedure even though they are not of smaller amounts.
The procedure reflects the provisions of the CONSOB Regulation in full as regards the duty of information to the public.
The procedure also includes a specific regulation for transactions in which a Director or Statutory Auditor holds a personal or third party interest; it details the mandatory checks, assessments and motivation required to prepare and complete the transaction involving a party of interest, a Director or a Statutory Auditor, without prejudice to the mandatory, non-binding opinion of the Audit and Risk Committee in its form established by the current legislation on Related Parties (Related Parties Committee), if a transaction requires the Board of Directors' approval. .
The procedure defines timeframes, responsibilities and verification tools by the interested resources, in addition to the flows of information required for the correct application of the procedure.
Twice a year, the Directors, Statutory Auditors and Senior Managers with strategic responsibilities declare all transactions they may have entered into involving Saipem S.p.A. and/or its subsidiaries, either directly or through a third party.
They also declare any potential significant relations in order to identify any related parties (e.g. close relatives).
Twice a year or sooner in the event of any change, the Directors and Statutory Auditors also declare any potential interests they may hold in the Company and the Group.
The amounts of transactions of a commercial, financial or other nature with related parties, a description of the most relevant types of the transactions, their effect on the balance sheet, income statement and financial flows are highlighted in the consolidated and statutory financial statements of Saipem S.p.A.