Having received the consent of Atlantia S.p.A.’s Committee of Independent Directors for Related Party Transactions, the Board of Directors approved the Procedure for Related Party Transactions on 11 November 2010 (the “RPT Procedure”). The Procedure complies with CONSOB regulation governing related party transactions adopted by Resolution 17221 of 12 March 2010, as subsequently amended.
The RPT Procedure was lastly updated with resolution of the Board of Directors dated 10 June 2021 – with the favourable opinion of the Committee of Independent Directors with responsibility for Related Party Transactions and of the Control, Risks and Corporate Governance Committee and after having heard the Board of Statutory Auditors – effective as of 1 July 2021, in order to (i) incorporate the amendments made by CONSOB to the aforementioned Regulation by resolution 21624 of 11 December 2020 by way of implementing Directive (EU) 2017/828 (so called “Shareholder Rights Directive II”); and (ii) align the text of the Procedure to the current organisational structure of the Company.
The purpose of the RPT Procedure is to identify – in accordance with the principles specified by Consob – rules aiming at ensuring the transparency as well as substantial and procedural correctness of related parties transactions carried out by the Company, either directly or through its subsidiaries. For this purpose, the Procedure identifies – among others – the quantitative criteria for identifying transactions of greater or lesser significance or transactions of limited value; it defines the procedures for carrying out and approving the transactions; it provides for the Director involved in the transaction with related parties the obligation to abstain from voting on the relevant transaction; it determines the modalities for fulfilling the relevant disclosure obligations. The Procedure also identifies types of transactions to which the exemption cases from the adoption of related party transactions rules apply, as well as the relevant procedures and timings for information to the Committee of Independent Directors responsible for Related Party Transactions on the implementation of such exemption cases and for its relevant assessments. The Committee, according to its Terms of Reference, identifies criteria and timings for carrying out such assessment.
The Company also adopted an Operational Procedure implementing the RPT Procedure with the purpose of defining the procedures and timings to be followed in relation to the assessment on the implementation of the exemptions concerning Intragroup Transaction and Ordinary Transactions of the RPT Procedure.