With reference to national and international best practice, the main amendments refer to:
- Independent directors: the committee required stricter criteria for the evaluation, made by each board, of the independence of its members; it also recommended that in the boards of companies controlled by other listed companies there should be present a sufficient number of independent directors to allow the establishment of a committee for internal control exclusively composed of independent members
- Internal control: the committee provided for a new definition of "internal control" in line with international standards and specified the duties and the responsibilities of the board to it; it also required the committee for internal control, composed of non executive directors, the majority of whom must be independent, to previously verify the accounting principles adopted also at group level
- Transactions with related parties: companies are required to define general criteria for identifying transactions which require the approval of the board of directors; furthermore, when required by the nature, entity and characteristics of the operation, the recommendation is to require a fairness opinion from an advisor (bank, auditing firm, other expert) and a legal opinion from a lawyer
