UBI Banca Group

the consolidated income tax act) concluded by the Parent. There were also all the intragroup
contracts which implement the centralisation in UBI Sistemi e Servizi of support activities for the
principal companies in the UBI Group.
We report with regard to transactions between companies in the Group and all of its related
parties that no atypical and/or unusual transactions were performed; furthermore, no
transactions of that type were even performed with counterparties that were not related parties.
Atypical and/or unusual transactions, as indicated in Consob Communications No. 98015375 of
27 th February 1998 and No. 1025564 of 6 th April 2001, defined as all those transactions which,
because of their significance/importance, the nature of the counterparties, the content of the
transaction (even in relation to ordinary operations), the way in which the transfer price is
decided and the timing of the event (close to the end of the financial year) might give rise to
doubts concerning: the correctness/completeness of the information in the accounts, a conflict of
interests, the security of the companies assets and the rights of non-controlling shareholders.
With Resolution No. 17221 of 12 th March 2010 – amended by the subsequent Resolution No.
17389 of 23 rd June 2010 – the Consob (Italian securities market authority) approved a Regulation
concerning related-party transactions. The new regulations concern the procedures to be followed
for the approval of transactions performed by listed companies and the issuers of shares with a
broad shareholder base with parties with a potential conflict of interest, including major or
controlling shareholders, members of the management and supervisory bodies and senior
managers including their close family members.
The key points of the regulations issued are as follows:
- greater emphasis on the role of independent board members at all stages of the decisionmaking
process in connection with related party transactions;
- a regime of transparency;
- the introduction of detailed corporate governance regulations containing rules designed to
ensure substantial and procedural integrity in related-party transactions (a special regime for
companies which adopt a two tier system of governance).
The regulations currently apply within the UBI Banca Group to UBI Banca Scpa and to Banco
San Giorgio Spa, because these banks have a broad shareholder base.
In relation to the above, the members of the competent bodies of the banks mentioned have
approved regulations which govern related-party transactions, within the set time limits. These
are available on their respective corporate websites and appropriate internal processes have been
defined to ensure compliance with the new provisions.
As specifically concerns UBI Banca, the Supervisory Board has appointed a Related Parties
Committee from among its members to which transactions falling within the scope of the
regulations must be submitted in advance.
In this respect the UBI Banca regulations have excluded the following transactions from their
scope of application and these are consequently not subject to the disclosure obligations required
under the Consob regulation, but without prejudice to the provisions of Art. 5, paragraph 8,
where applicable, of the said Consob Regulation:
(a) shareholders’ resolutions concerning the remuneration of the Members of the Supervisory Board passed
in accordance with Art. 2364-bis of the Italian Civil Code, including those concerning the determination
of a total sum for the remuneration of the Members of the Supervisory Board assigned particular offices,
powers and functions;
(b) remuneration schemes based on financial instruments approved by shareholders in accordance with Art.
22, letter b) of the Corporate By-Laws and in compliance with Art. 114-bis of the Consolidated Finance
Act and the relative operations to implement them;
(c) resolutions, other than those referred to under the preceding letter a) of this article, concerning the fees of
Members of the Management Board appointed to special positions and other key management personnel
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