Starting from December 2006, the board of directors - implementing the provisions of the Italian Civil Code, as well as the recommendations of the Corporate Governance Code for listed companies - has adopted an internal regulation aimed at identifying the procedures for approving and carrying out transactions with related parties, in order to ensure the transparency and fairness, both substantial and procedural, of the such transactions. The foregoing regulation was applied until the end of 2010; since January 1, 2011, a new procedure for transactions with related parties applies. The new regulation was approved by the Board of Directors in November 2010 in compliance with the requirements provided by CONSOB with a specific regulation adopted in March 2010 implementing the provisions of the Italian Civil Code. According to such regulation, the transactions with related parties can be divided into the following three categories:
- transactions of major importance: are those exceeding a specific threshold (equal to 5%) of three relevance indexes, which take into account the consideration of the transaction, of value of the assets of the entity which is the target of the transaction and the value of the liabilities of the entity acquired. Such transactions, if not subject to the approval of the shareholders’ meeting pursuant to the bylaws or applicable laws, are necessarily subject to the board of director’s examination and approval;
- transactions of minor importance: are those transactions other than the transactions of major importance and transactions for small amounts. Such transactions, if not subject to the approval of the shareholders’ meeting pursuant to the bylaws or applicable laws, are approved by the competent person/body in accordance with the powers in force;
- transactions for small amounts: are those characterized by a consideration lower than specific thresholds, distinguished depending on the category of related parties with whom the transactions are executed. The procedure does not apply to transactions for small amounts.
In November 2010, the Board of Directors set up an internal Related Parties Committee, entrusted with the task of providing opinions, according to the procedure, on transactions with related parties carried out by Enel either directly or indirectly through its subsidiaries.