On 30 November 2010, the Board of Directors approved a specific new procedure for related party transactions, the “Procedure”, (which replaced the previous procedure approved by it on 7 July 2005), after receiving the favourable opinion of the related party transactions committee, pursuant to article 2391-bis of the Italian Civil Code and article 4.1/3 of the Consob regulation which sets out instructions for related party transactions adopted with resolution no. 17221 of 12 March 2010 and subsequently amended with resolution no. 17389 of 23 June 2010 (the “Regulation”). On 29 November 2010, the Board of Statutory Auditors assessed the new procedure’s compliance with the criteria set out in the Regulation.
The Board of Directors amended the Procedure on 20 April and 9 July 2012 after consulting the related party transactions committee. On the same dates, the Board of Statutory Auditors confirmed the new procedure’s compliance with the criteria set out in the Regulation.
The Board of Directors, assisted by the corporate governance advisory board referred to in section 17.1 below, further modified the procedure on 13 May 2013, after receiving the favourable opinion of the related party transactions committee and the compliance assessment given by the Board of Statutory Auditors.
The Procedure (available on the Internet site www.salini-impregilo.com, under the "Corporate Governance - Related party transactions” section) sets out the rules, methods and criteria aimed at ensuring the transparency and substantial and procedural correctness of related party transactions carried out by the Issuer either directly or via its subsidiaries.
The Board of Directors set up a related party transactions committee, consisting of four independent directors, to carry out the duties and functions as per the Regulation. This committee elected a chairperson, Alberto Giovannini, and his deputy, Giuseppina Capaldo, to be acting chair should the chairperson be absent or in their impediment.
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As described in section 3 of this report, on 12 March 2007, the directors resolved that, subject to the provisions of article 2391 of the Italian Civil Code, directors with interests, either directly or on behalf of third parties, in a corporate transaction to be approved by the Board of Directors or executive committee may participate in the related discussions and vote thereon as such participation represents a reason for taking a responsible decision about a transaction about which the director may have greater knowledge than the other directors; that, however, the Board of Directors or executive committee may ask such directors to leave the meeting during the discussion on a case-by-case basis