The procedures adopted refer to the definitions and provisions in the Consob Regulation from the perspective of improving protection and operations.
The main changes made when adopting the Procedure for Transactions with Related Parties of IREN S.p.A., most recently updated by resolution of the Board of Directors of IREN S.p.A. passed on 28 June 2021, effective 1 July 2021, concern in brief:
(i) in art. 3.1, the notion of Related Party, which, as of the effective date of the new Procedure, is aligned with the IFRS in force from time to time (in particular, IAS 24);
(ii) in art. 3.2, the notion of Related Party Transaction, with a view to aligning it with the IFRS and, in particular, with IAS 24;
(iii) in art. 3.3.1, the introduction of a new definition regarding the Directors involved in the Transaction, who are required to abstain from voting on the Transaction itself, both for Minor Transactions and for Major Transactions;
(iv) in art. 3.3.5, a better illustration of the Conditions that can be considered equivalent to Market or Standard Conditions, identified in the participation in tenders in certain hypotheses identified by the Procedure;
(v) in art. 6.2, the introduction of an information flow to the Committee with respect to exemptions;
(vi) in articles 9 and 10, (a) the specification that the opinion issued by the Committee is to be understood as a separate document from the minutes of the meeting; (b) the reinforcement of the checks by the Committee regarding the independence of the experts appointed to support the examination of the Transaction;
(vii) in art. 14.5, the provision for the involvement of the Committee, at least on an informational basis, with regard to Ordinary Major Transactions and those concluded at Conditions equivalent to Market or Standard Conditions.
In accordance with the provisions of the Consob Regulation, transactions with related parties were divided into major transactions, minor transactions and transactions for small amounts, with the provision of procedural arrangements and transparency differentiated according to the type of the transaction.
A central role is given to the Related Party Transactions Committee, which is entirely composed of independent directors who are unrelated to the individual transaction under consideration (hereinafter the "Committee"). If there are no independent and unrelated Directors on the Board with respect to the individual transaction, appropriate Alternative Overseers are provided. In the case of transactions involving the remuneration of Directors and Senior Executives with strategic responsibilities of the Company, the Remuneration and Appointments Committee assumes responsibility for the matter, limited to cases where the composition of the aforementioned Committee meets the minimum requirements of independence and non-relation of its members as required by the Consob Regulation.
Specifically:
for Minor Transactions, the Committee is required to express a prior non-binding, supported opinion regarding the Company's interest in the completion of the transaction and the convenience and substantial correctness of the relative conditions;
for Major Transactions, the Committee is instead involved during the investigatory phase and is required to express a prior favourable opinion regarding the Company's interest in the completion of the transaction, as well as the convenience and substantial correctness of the relative conditions.
With regard to public disclosure, the provisions in the Consob Regulation on the subject are fully referenced herein.
