Related Party Transactions

Related Party Transactions Procedure

Adopted in 2011, the Related Party Transactions Procedure was amended by the Board of Directors on 18 December 2013, with effect from 1 January 2014, and subsequently on 21 June 2021, with effect from 1 July 2021. Application of the Procedure was extended to include natural or legal persons who, for their own account or through subsidiaries, directly or indirectly, even via trust companies or intermediaries, hold at least 5 per cent of Acea's share capital.

The Procedure classifies Related Party Transactions (RPTs) according to three categories:

  • Transactions of greater significance, where at least one of the relevance ratios exceeds the threshold of 5%, approval of which is reserved for the BoD;
  • Transactions for small amounts, with smallness thresholds differentiated according to the nature of the counterparty and the type of transaction;
  • Transactions of lesser significance, which includes all RPTs other than transactions of greater significance and those for small amounts.

According to the RPT Procedure, prior to approval of a related party transaction, whether of minor or major relevance, the Committee for Related Party Transactions is required to express an opinion on the company’s interest in carrying out the operation as well as on the suitability and substantive correctness of the related conditions.

The functioning of the Related Party Transaction Committee is governed by appropriate organisational regulations, last modified by the resolution of the Board of Directors on 18 December 2013.