IBERSOL | Integrated Management Report 2022
CORPORATE GOVERNANCE REPORT e) Reference to the fact that the opinion of the Audit Committee regarding the Transaction with the Related Party is unfavorable, if applicable. 7.3. The Board of Directors must specify, in its annual report, the authoriza- tions granted by the Board of Directors under the terms of article 397 of the Portuguese Companies Code, and the Supervisory Board must mention in its report the opinions given on these authorizations. 7.4. The public disclosure duties imposed by this Procedure apply without prejudice to the rules on the disclosure of inside information referred to in Article 17 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council, of 16 April 2014. 8. TRANSACTIONS OF PARTICIPATES WITH RELATED PARTIES 8.1. The Board of Directors of the Company (or the Executive Committee) shall send to the Board of Directors of the Subsidiaries an updated list of the Related Parties with the Company and shall give instructions to each of these Subsidiaries to notify the Board of Directors of the Company whenever any of these Affiliates intend to carry out a transaction with a Related Party of the Company that: (i) has an amount equal to or greater than 2.5% of the Consolidated Assets of the Company (considering all the Affiliate Transactions carried out with the same Related Party in the last 12 months that have not been publicly disclosed in accordance with paragraph 7. above) and (ii) are not exempt under paragraph 5. above. Such notification must include: a) All the elements mentioned in point 7.2. supra; b) Reference to the fact that the transaction is a Current Activity Transaction and its basis, and c) Copy of all relevant documents related to the transaction. 8.2. If the Subsidiary’s Transaction referred to in point 8.1 is not a Current Activity Transaction, it must be publicly disclosed by the Company, latest at the time it is carried out, pursuant to points 7.1 and 7.2 above. 374
Made with FlippingBook
RkJQdWJsaXNoZXIy NDkzNTY=