Policies and Procedures

Policy for managing the Dialogue with Shareholders and Bondholders in general

HERA has always valued discussion and promoted, in the most appropriate forms, an open and active dialogue with Shareholders and Bondholders in general. In accordance with its Articles of Association, the purpose of the Company is to implement a business model which aims at creating long-term value for its Shareholders through the creation of a shared value with its Stakeholders and increase the level of understanding of the activities carried out by the Company and the HERA Group.

In compliance with the recommendations in this regard of the Corporate Governance Code to which the Company adheres, at the meeting of 1 December 2021, the Board of Directors of HERA adopted, on the proposal of the Chairman, formulated in agreement with the Chief Executive Officer, this “Policy to manage the Dialogue with Shareholders and Bondholders in general” to ensure that the dialogue that the Company and the HERA Group have with Shareholders and Bondholders is inspired by the principles detailed in the Policy itself and can take place in compliance with community and national regulations on market abuse, as well as in line with international best practices.

Procedures for transactions with Related Parties

At its meeting of 10 October 2006, the Board of Directors of Hera Spa approved, in compliance with the then-in force Self-Regulatory Code, guidelines for significant transactions, related-party transactions and transactions in which a director has an interest (Guidelines), in order to ensure that these transactions are conducted transparently and in compliance with the criteria of substantive and procedural correctness.

Subsequently, the Board of Directors of Hera Spa approved the new Related-Party Transaction Procedure in compliance with the provisions of the CONSOB Regulation adopted by virtue of Resolution No. 17221 of 12 March 2010 and subsequent amendments and integrations thereto (“CONSOB Regulation”), later updated on 21 December 2015.

This new Procedure cancelled and completely replaced the rules on related-party transactions contained in the Guidelines, but there is no change to the existing rules set out in the Guidelines concerning significant transactions and transactions in which a director has an interest.
In the Procedure, the Board of Directors fully adopted the definitions of Related Parties and Related-Party Transactions, as well as all the directly associated definitions, contained in the CONSOB Regulation and its annexes.
The Procedure was last updated on 30 June 2021, in order to adapt it to the amendments - introduced by CONSOB Resolution 21624 of 10 December 2020 - to the CONSOB Regulation on Related-Party Transactions adopted by Resolution 17221 of 12 March 2010 and effective beginning 1 July 2021.

Specifically, the Procedure identifies:

1) the types of related-party transactions outlined in the Procedure:

• transactions of Major Importance, that is, transactions in which at least one of the indices of importance determined by the CONSOB Regulation exceeds the 5% threshold;

• Transactions of Minor Importance, that is related-party transactions that are neither of Major Importance nor of Negligible Amount;

• framework resolutions, that is, a series of related-party transactions;

• Ordinary Transactions, that is, transactions which (a) fall within the ordinary conduct of the Company’s operating activities or associated financial activities; and (b) are carried out under conditions: (i) similar to those normally applied to unrelated parties for transactions of a comparable nature, scale and risk, (ii) based on regularly applied tariffs or established prices, or (iii) comparable with those applied to parties with whom the Company is legally obliged to deal for a specific consideration;

• transactions of negligible amount, that is, transactions for which the maximum foreseeable amount of the consideration or of the value of the service does not exceed, for each transaction:

  • the sum of 1 million euro in the event of transactions whose related party is a legal entity;

  • the sum of 300 million euro in the event of transactions whose related party is a natural person;

• related-party transactions carried out by subsidiaries;

2) the approval process for transactions of major and minor importance, depending on whether they involve:

• transactions of minor importance falling within the competence of the Board of Directors, which are approved by the Board of Directors after hearing the sunstantiated but non-binding opinion of the Committee on related-party transactions (hereinafter referred to as the Committee) regarding the interest, appropriateness and substantive correctness of the transaction;
• transactions of major importance falling with the competence of the Board of Directors, in which the Committee must be involved in the negotiation and investigation phases and in which the transaction may be approved following the receipt of a substantiated favourable opinion from the Committee regarding the interest, appropriateness and substantive correctness of the transaction, that is following a vote in favour by a majority of the independent directors;
• transactions of minor and major importance falling with the competence of the Shareholders Meeting, for which the proposals must follow the same procedure as that for transactions falling with the competence of the Board of Directors, as outlined in the previous two points, and which must in any event receive a favourable opinion from the Committee.

The Procedure provides that the Committee charged with guaranteeing, by issuing specific opinions, the substantive correctness of dealings with related parties, must be in agreement with the Control and Risk Committee.
The Procedure also identifies the cases to which the Procedure does not apply, as well as governing the procedures for communication with the public on the transactions performed.
Effective from May 2014, a specific Operational Guideline was applied by Hera and its subsidiaries and subsequently updated on 31 March 2016 and most recently on 6 May 2022, in order to detail the information reported in the Procedure and outline the rules, roles and responsibilities, as well as operational activities, implemented by the Company.

Page updated 30 April 2024