On November 30, 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 July 7, 2005), after receiving the favorable opinion of the committee for related - party transactions, pursuant to Article 2391-bisof 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 March 12, 2010 and subsequently amended with resolution no. 17389 of June 23, 2010 (the “Regulation”). On November 29, 2010, the Board of Statutory Auditors assessed the new procedure’s compliance with the criteria set out in the Regulation.
The Board of Directors, at the meetings held on April 20, 2012, July 9, 2012, and May 13, 2013, changed the Procedure, after obtaining the favorable opinion of the committee for related-party transactions and the conformity assessment made by the Board of Statutory Auditors on compliance with the principles of 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 December 17, 2014, after receiving the favorable opinion of the committee for related - party transactions and the compliance assessment made 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 committee for related - party transactions, consisting of independent directors appointed from the from the minority list that received the most amount of votes, if appointed, and three other independent directors. 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 March 12, 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; 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.