Mergers and Acquisitions (M&A) transactions, including acquisition, disposal, merger, demerger, transfer or asset deal, strategic alliance and partnership transactions, take place in compliance with applicable domestic and international regulations and with the principles provided for in Leonardo Group’s Code of Ethics and Anti-corruption Code, as well as in the Organisational, Management and Control Model pursuant to Legislative Decree 231/2001.
As general principles set out in the related Leonardo’s procedure, the M&A process require segregation of responsibilities, a system of defined signatory powers consistent with the organisational and management responsibilities assigned, clarity and simplicity, impartiality and absence of conflicts of interest, traceability and storage of all the activities and relevant controls. The process requires also to conduct compliance due diligence of the counterparties in all M&A transactions.
Leonardo established the M&A Committee, an internal body, at management level, in charge of approving every M&A transaction and of monitoring the progress before and after their final approval and completion. The relevant Board of Directors of the Group companies, cannot ultimately approve M&A transactions without the prior approval of the M&A Committee.
In addition, in the presence of Related Parties Transactions, the specific Related Parties Procedure applies. For the related contents please refer to the section Corporate Governance/Related Parties Transactions.
The Group Internal Audit, reporting to the Board of Directors, referring to the Internal Audit Plan risk based, periodically performs independent audits to verify compliance of M&A transactions with related procedure.