With reference to the former version, the main amendments, inspired by national and international best practice, refer to:
- Independent directors: the independence of each director is evaluated periodically, according to more detailed criteria, by the Board collectively and the outcome of the evaluation must be disclosed to the market. It is 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 provides for a new definition of "internal control" in line with international standards and points out its nature of "process" involving all the companies' functions and aiming at monitoring the efficiency of operations, the reliability of financial information, the adherence to laws and regulations and the protection of the company's assets. The Board's duties and responsibilities on internal control are better defined. The committee for internal control, composed of non-executive directors, the majority of whom must be independent, is required to previously verify the accounting principles adopted also at group level.
- Transactions with related parties: companies are recommended to define general criteria for identifying transactions which require the approval of the Board of directors. It is stressed that such transactions must respect criteria of substantial and procedural fairness and that directors having an interest in an operation, even though potential or indirect, must promptly inform the Board in an exhaustive way of the existence of their interest and on its circumstances and are to leave the meeting at the very moment of the deliberation. When required by the nature, size and characteristics of the operation, the recommendation is to require a fairness opinion from an advisor (bank, auditing firm, other expert) or a legal opinion from a lawyer.
- Treatment of confidential information: for a correct handling of these information, the Code recommends the adoption of internal procedures as well as of a Code of behaviour which disciplines the duties of disclosure on transactions carried out by "relevant persons" (insider dealing). Issuers are recommended to consider the adoption of time intervals shorter than those established by the rules of Borsa Italiana.
- Committee for remuneration: it is made clear that stock option plans and share assignments are within the domain of the committee.
With the revision of the Code of Conduct, the Committee has concluded its activity and invited Borsa Italiana to promote the continuity of its work also in view of the upcoming legislative reforms of Italian corporate law.Borsa Italiana hopes that listed companies will now follow the new version of the Code of Conduct. The comparison between the issuers' corporate governance and the revised Code's recommendations will form the object of the annual report which will be made available to shareholders, in accordance with Borsa Italiana's Instructions accompanying the Rules, on occasion of the Shareholders Meeting convened to approve the financial statement of Year 2002.
