The current TRP Procedure is published on Iren's website (www.gruppoiren.it) and was approved by the Board of Directors on 30 May 2019, subject to the favourable opinion of the Transactions with Related Parties Committee ("TRPC", entirely composed of independent Directors).
The above document was prepared implementing:
- the provisions regarding transactions with related parties set forth in article 2391-bis of the Italian Civil Code, as most recently amended by Legislative Decree No. 49 of 10 May 2019, concerned with "Implementation of Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement";
- the Regulation containing provisions on related party transactions, adopted by Consob by Resolution No. 17221 of 12 March 2010 and subsequent amendments and additions. ("Consob Regulation"), considering the recommendations of Consob Communication no. DEM/10078683 of 24 September 2010 ("Consob Communication");
- the provisions of Article 114 of Legislative Decree No. 58 of 24 February 1998 (“Testo Unico della Finanza”/ TUF - Consolidated Law on Finance) and the provisions of Regulation (EU) no. 596/2014 on market abuse.
The corporate documents adopted in accordance with the legislation on transactions with related parties, defined in coordination with the provisions of the administrative and accounting procedures pursuant to Art. 154‐bis TUF, aim specifically:
- to regulate the performance of transactions with related parties by Iren, directly or through subsidiaries, identifying internal procedures and rules capable of ensuring the substantial and procedural transparency and correctness of such transactions, and
- to establish the methods of fulfilling the related disclosure obligations, including those provided for in the legal and regulatory measures in force and applicable.
These, very briefly, provide for:
- identification of the perimeter of related parties;
- the definition of “transaction with related party”;
- identification of cases of exclusion and of transactions “for small amounts”;
- the procedures applicable to transactions of minor and major significance, as the case may be;
- the persons responsible for enquiries on transactions with related parties;
- the transactions for which the Shareholders' Meeting is responsible;
- the forms of disclosure.
Iren and its subsidiaries carry out transactions with related parties in accordance with the principles of transparency and fairness. These transactions mainly concern services provided to customers in general (gas, water, electricity, heat, etc.) or following concessions and awards of services, in particular for the waste management segment, and are governed by the contracts applied in such situations.
Where the services provided are not the above, the transactions are governed by specific agreements whose terms are established, where possible, in accordance with normal market conditions. If these references are not available or significant, the contractual conditions are defined also in consultation with independent experts and/or professionals.
Information on financial and economic transactions with related parties is included in the Notes to the Consolidated Financial Statements in chapters “VI. Information on transactions with related parties” and “XII. Annexes to the Consolidated Financial Statements”, as an integral part of the same.
There are currently monitored and studied, in order to put in place the appropriate and possible activities to adapt the corporate documents adopted in compliance with the regulations on related party transactions, prospective changes arising from (i) the transposition into Italian law of Directive 2017/828 of the European Parliament and of the Council of 17 May 2017, amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement (so-called Shareholder Rights Directive 2), as well as (ii) the publication on 10 December 2020 of Consob Resolution No. 21624, entitled "Amendments to the Regulation containing provisions on Related Party Transactions and the Regulation concerning rules implementing Legislative Decree No. 68 of 24 February 1998 on Markets, as amended", the amendments to which will become effective on 1 July 2021.