RELATED PARTIES AND ASSOCIATED PERSONS

Procedure for the management of transactions with parties in conflict of interest.

At its meeting of 28 April 2015 the Board of Directors of Banca Sistema S.p.A. approved the "Procedure for the management of transactions with parties in conflict of interest" (the "Procedure") with the prior favourable opinion of the Board of Statutory Auditors, and of the Committee composed exclusively by Independent Directors, by means of a resolution subject to the listing of Banca Sistema S.p.A.'s shares on the market organised and managed by Borsa Italiana S.p.A., deemed effective as of the first day of trading of the aforementioned shares. The purpose of the Procedure is to establish, within the context of the operations of the Bank, and of the Group in general, the principles and rules to be observed for the purpose of providing a safeguard against the risk deriving from potential conflicts of interest resulting from the proximity of certain persons to the decision-making centres of the Bank and Group.

The Procedure – drafted as a systematic compendium dealing in an organic manner with all aspects of governance and the scope of such, as well as with procedural and organisation aspects – contains the provisions to be observed when managing:

  • transactions with related parties pursuant to CONSOB regulation "Regulation containing provisions concerning transactions with related parties", adopted with its resolution no. 17221 of 12 March 2010;
  • transactions with associated persons pursuant to the rules governing "Risk activities and conflicts of interest with associated persons" set out in Title V, Chapter 5 of Bank of Italy Circular no. 263 of 27 December 2006 "New supervisory provisions for banks" and subsequent amendments;
  • the obligations of banks' corporate officers pursuant to Article 136 of Italian Legislative Decree no. 385 of 1 September 1993 - the "Consolidated law on banking and credit".

The Board of Directors reviews the Procedure at least once every three years, and subject to the detailed, reasoned favourable opinion both of the Control and Risks Committee and of the Board of Statutory Auditors, while considering, among other things, any changes in the Bank's ownership structure, as well as the proven effectiveness of the Procedure when applied.

The Procedure was then updated by the Board of Directors on 15 December 2016, after receiving favourable opinions of the Internal Auditing Committee and Risk Control and of the Board of Auditors.