Related parties

Having been determined in 2007 that Cassa Depositi e Prestiti S.p.A. exercises de facto control, related party transactions undertaken by the Group during 2011 consisted of intercompany transactions, transactions with employee pension funds (Fondenel and Fopen), and transactions with companies of:

  • the GSE Group;
  • the Enel Group;
  • the Eni Group;
  • the Ferrovie dello Stato Group;

and ANAS S.p.A..

Related party transactions implemented in 2011 were substantively represented by services that fall under the scope of core business and were regulated by market conditions, as is described in greater detail in the Consolidated and separate financial statements at 31 December 2011. In addition, transactions with members of the Board of Statutory Auditors of the Parent Company, and in particular their fees, are detailed in the notes to the “Services” captions of the consolidated financial statements at 31 December 2011, to which reference is made.

The Parent Company’s Report on corporate governance and ownership structures, which are detailed in the Specific Report published with the 2011 financial statements, to which we would refer you, establish the conditions for ensuring that related party transactions are carried out in accordance with criteria of procedural and substantive propriety under the same terms and conditions that would apply to transactions with third parties, above all in the light of the new “Related party transactions procedure” adopted at end 2010 by the Parent Company in implementation of CONSOB Resolution no. 17221 of 12 March 2010, subsequently amended by Resolution no. 17389 of 23 June 2010, which issued the “Regulation incorporating provisions on related party transactions”. The provisions of the Regulation look to regulate transparency in market disclosures and principals of procedural and substantive propriety in implementing transactions with related parties. More specifically, the provisions relating to the public disclosure obligations (immediate and regular) in relation to related party transactions, considered individually, of significant importance, came into effect on 1 December 2010, whilst all other procedural provisions are compulsory as from 1 January 2011.

It is specified that during 2011, no significant transactions were implemented, namely related party transactions identified in compliance with the provisions of Annex 3 to the Regulation, nor transactions subject to compulsory disclosures but concluded by applying the exclusion established by the Regulation, insofar as they are “transactions coming under the scope of the core business of the Company’s continuing operations or those of the subsidiaries or associations or the financial activities related thereto, as long as concluded at conditions equivalent to market or standard conditions”.

Please note that in accordance with new regulations introduced by the CONSOB Resolution no. 18049 of 23 December 2011 published in the Italian Official Gazette no. 303 of 30 December 2011 and in force as from 31 December 2011, the disclosure on fees relating to the “members of the administrative and control bodies, general managers” and other “executives with strategic responsibilities” and on the equity interests held by these, has been included in the annual report on remuneration.