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Since 2014 the Board of Directors adopted the "Regulation on Related Party Transactions" (the "RPT Regulation"), in compliance with the provisions of Article 2391-bis of the Italian Civil Code and the Regulation issued by Consob with Resolution No. 17221 of 12 March 2010 (the “Consob Related Parties Regulation”), as amended, also taking into consideration the guidelines provided in the Consob Communication of 24 September 2010.
The RPT Regulation identifies the principles to which Fincantieri adheres in order to ensure the transparency and substantive and procedural fairness of related party transactions carried out by the Company, directly or through its subsidiaries.
The Company also adopted the “Procedure on the management of Related Party Transactions" to describe and define the process, terms and operating methods inherent to the proper management of related party transactions, defining the responsibilities of the various corporate organizational units involved in such transactions carried out by Fincantieri directly or through its subsidiaries in accordance with the RPT Regulation.
The RPT Regulation, most recently updated on 10 June 2021, distinguishes between:
• “More Significant Transactions" i.e., related party transactions described in section 5.1 of the RPT Regulation and
• "Less Significant Transactions" i.e., related party transactions that do not fall within the definition referred to in point (i) above.
The regulations in the RPT Regulation are applied in terms of the above described operations, with the exception of cases in which these fall within one of cases for override outlined in the Consob Related Parties Regulation or in the cases for exemption in the RPT Regulation, that regard: (i) transactions of negligible value; (ii) renumeration plans based on financial instruments approved by the Shareholders’ Meeting; (iii) resolutions regarding the remuneration of the Directors holding specific offices (as well as of other Managers with Strategic Responsibilities) that are in line with the Company’s current Remuneration Policy approved by the Shareholders’ Meeting and under the condition that the assigned remuneration is identified in conformity with this Policy and quantified based on criteria that do not require discretional assessments; (iv) ordinary transactions concluded under equivalent market or standard conditions; (v) transactions with or between subsidiaries and with associated companies and (vi) urgent transactions.
For further information on, among others, (i) the definition of "related party" and "related party transaction"; (ii) the exemptions from the application of the RPT Regulation; (iii) the RPT Committee and equivalent oversight; (iv) the procedures in case of More Significant Transactions and of Less Significant Transactions; (v) the procedures in case of competence or authorisation by the Shareholders' Meeting; (vi) the procedures for transactions carried out by the Company through its subsidiaries; (vii) the disclosure requirements related to the execution of More and Less Significant Transactions and (viii) the adoption of "framework resolutions", see the RPT Regulation.