Party-related Transactions Procedure

Adopted in 2011, the Party-related Transactions Procedure was amended by the Board of Directors on 18 December 2013, commencing as of 1 January 2014. More specifically, the application of the Procedure was extended to physical or legal persons who, on their own behalf or via subsidiary companies, directly or indirectly, even via trust companies or intermediaries hold at least 5 per cent of Acea's share capital.

The Procedure classifies Party-related Transactions in three categories:

  • Larger transactions, in which at least one of the key indicators exceeds the threshold of 5%, the approval of which is reserved for the BoD
  • Transactions of small amounts, the equivalent value of which does not exceed EUR 200,000
  • Minor transactions, including all the OPCs other than those of major transactions and for small amounts

To implement the Consob regulations, the Board of Directors set up the Party-related Transactions Committee, consisting of three independent, unconnected directors. The OPC Committee has tasks and proactive, investigative and advisory powers to assess and decide on party-related transactions of both major and minor importance.