IBERSOL | Annual Report 2020

CORPORATE GOVERNANCE REPORT 2.3. Transactions carried out between a member of the Board of Directors (including members of the Executive Committee) and the Company or companies that are in a controlling or group relationship with the Company (“ Transactions with Directors ”) shall be considered as Relationships with Related Parties or Affiliate Transactions, as the case may be. 3. GENERAL PRINCIPLES 3.1. Corporate interest, balance, and equity A) Each member of the Board of Directors must ensure that Related Party Transactions comply with the following requirements: a) They are carried out considering the best interests of the Company in the scope of its current activity, and b) They are carried out under normal market conditions, that is, fulfilling an objective consideration that the parties involved in the transaction act there as independent entities, carrying out transactions comparable and consistent with market conditions in order to ensure the protection of the interests of shareholders. B) The member of the Board of Directors or of the Executive Committee who is in a situation of conflict of interests must not interfere by any means in the decision-making process regarding any Transaction with Related Par- ty, without prejudice to the duty to provide all information that the mem- bers of this body request it. 3.2. Transparency Each one of the members of the Board of Directors must, when applicable under the terms of this Procedure: a) Promote that Transactions with Related Parties and, when reasonable and insofar as they may exert influence, the Transactions of Affiliates, are 1. The term “ Related Party ” has the meaning established in paragraph 9 of IAS 24 - according to An- nex I which contains a list that summarizes the criteria here relevant for the identification of related parties. 2. “ Subsidiary ” means an entity over which the Company has a dominant influence under the terms of Article 21 of the Portuguese Securities Code. 3. “ Consolidated Company Assets ” means the value of the Company’s assets in accordance with the most recent audited consolidated accounts, as publicly disclosed. * the value of 2.5% applies in both cases. 290