Newsletter - CONSOB AND ITS ACTIVITIES
Newsletter
News of the week:
Watch for scams! Financial fraud: Consob blacks out 4 more abusive websites
Save the date - 14 november 2023, 11.30 a.m.-1.15 p.m. - Presentation of the guidelines drawn up by COMI on the simplification of prospectuses and admission to trading
Save the date - 31 october 2023, 10.30 a.m.-12.00 p.m. - Conference-show 'The moment is cri(p)tical'
Save The Date: On 27 November 2023 at 10:00-12:00 - Conference to mark the "International Day for the Elimination of Violence against Women": FREE TO COUNT - More
Financial Awareness Less Economic Violence
ESMA: The new supervisory priorities in the 2023 financial statements
ESMA and EBA: consultation on common guidelines on crypto-assets
Alternative funds, new revision of the criteria for validating reports
Commission decisions taken during the week
Consob has ordered the blackout of 4 new websites that abusively offer financial services/financial products: 3 abusive financial intermediation sites and 1 site through which financial products are offered without a prospectus.
The Authority availed itself of the powers deriving from the "growth decree" (Law no. 58 of 28 June 2019, article 36, paragraph 2-terdecies) regarding the blackout of the sites of abusive financial intermediaries, as well as the power introduced by Law no. 8 of 28 February 2020, article 4, paragraph 3-bis, regarding the blackout of the website through which the abusive offer is made.
Below are the sites Consob has ordered to be blacked out:
- Mango Group LLC (website www.x-fortunes.com);
- FX6 (website https://fx6.xyz);
- Trade 4 Nation (www.trade4nation.com website and its https://client.trade4nation.com page);
- Velohld (www.velohld.com website).
The number of sites blacked out since July 2019, when Consob was given the power to order the black-out of websites of fraudulent financial intermediaries, has thus risen to 959.
The measures adopted by Consob can be consulted on its website: www.consob.it.
The black-out of these websites by internet service providers operating on Italian territory is ongoing. For technical reasons, it can take several days for the black-out to come into effect.
Consob draws investors' attention to the importance of adopting the greatest diligence in order to make informed investment choices, adopting common sense behaviours, essential to safeguard one's savings: these include, for websites that offer financial services, checking in advance that the operator with whom you are investing is authorised, and, for offers of financial products, that a prospectus has been published.
Please note, there is a section on the homepage of the www.consob.it website, entitled "Watch for Scams!", which provides useful information warning investors about fraudulent financial schemes.
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Consob has also suspended, as a precautionary measure for a period of 90 days, an offer to the public residing in Italy of "Investment Plans" made via the www.velohld.com website (resolution no. 22867 of 25 October 2023).
A meeting will be held via Webinar, this coming 14 November from 11:30 a.m. to 1.15 p.m., to present the Guidelines on the simplification of prospectuses, prepared by the Committee of Market Operators and Investors (COMI) and published last 13 July on the Consob website in the area dedicated to Comi.
The Guidelines aim to provide a clear and simple description of the information contained in the prospectuses for public offerings and listing of shares on regulated markets, in order to standardise their content, making them more uniform with other European countries, and facilitate their understanding, including during scrutiny by the Authority.
The purpose of COMI, set up in 2018 at Consob, is to facilitate discussion and dialogue with market operators and investors on regulatory issues and other acts of general content or strategic direction that lie within the competence of Consob.
COMI's work takes into account the simplification proposals made at European and Italian level: the Listing Act and the MEF Green Paper from which the draft law on the competitiveness of the capital market took shape.
The simplification of the rules on prospectuses has for years been the focus of legislators and market participants, both at European and domestic level. Simplification of this matter will contribute to making the capital market more efficient and competitive.
Use of the guidelines is upheld by Consob in consideration of the contribution that may derive from them in terms of facilitating the debate between operators and the Authority for the purpose of carrying out investigations on the prospectuses, and helping to accelerate approval times.
Michele Siri (COMI - coordinator of the working group on the simplification of prospectuses) will introduce the meeting. Interventions will follow on the following topics:
- "The Equity prospectus. Public offer and listing prospectuses" by Marcello Bianchi (ASSONIME);
- "The simplified prospectus for capital increases and transferring from a multilateral trading facility to a regulated market" by Paola Fico (Borsa Italiana, Euronext Group);
- "Prospectuses for debt securities. Public offer and listing prospectuses" by Francesco Vella (Mediobanca).
Participation, which is only for operators in the sector and companies intending to target the capital market, is limited to a maximum number of participants. Anyone interested may ask to attend by sending their details (including their area of business/profession and email address for the transmission of the Teams link) to segr.DIE@consob.it.
As part of Financial Education Month, in collaboration with the Roma Tre University, Consob is organising the conference-show ‘The moment is cri(p)tical', on 31 October, from 10.30 a.m. to 12.00 p.m., at Roma Tre University - School of Economics and Business Studies - Classroom 4, Via Silvio D'Amico 77 – Rome.
The event places the ironic perspective of a theatrical short, with the actors Janet De Nardi and Marco Passiglia, alongside the thoughts of Paola Soccorso (Consob Research Division) on cryptocurrencies and online scams. Massimo Caratelli (Roma Tre University) will give the welcome address.
Attendance at the event, the flyer for which can be found at this link, will only be possible in person up to the capacity of available seats.
The conference FREE TO COUNT - More financial awareness Less economic violence will be held on 27 November, from 10:00 a.m. to 12:00 p.m., at the CONSOB Auditorium in Rome, Via Claudio Monteverdi 35, to mark "International day for the elimination of violence against women".
Paolo Savona (Chair of CONSOB) and Federico Freni (Undersecretary of State, Ministry of the Economy and Finance) will open the meeting.
Director and performer Micaela Ramazzotti will speak.
The following will take part in the debate: Gabriella Alemanno (CONSOB Commissioner); Magda Bianco (Head of the Department of Customer Protection and Financial Education, Bank of Italy); Claudia Cattani (Chair of BNL-BNP Paribas); Maria Rosaria Covelli (Head of the Inspectorate General, Ministry of Justice); Alessandro Grispini (Head of the Mental Health Multispeciality Department 2nd District - ASL Rome 1); Luisa Todini (Entrepreneur - Chair of Todini Finanziaria).
Moderator: Roberto Sommella (Director of MF-Milano Finanza).
Participation is free.
The flyer for the event is available at the following link.
For organisational reasons, please register online: http://www.consob.it/web/area-pubblica/iscrizione-seminari.
As part of the monitoring and supervision of the financial reports of listed companies and non-financial statements for financial year 2023, Consob will consider the European supervisory priorities published on 25 October in a public statement by the European Securities and Markets Authority (ESMA). These priorities concern financial and sustainability reporting, as well as considerations on alternative performance indicators and digital reporting and concern for 2023: climate and other environmental issues as well as the macroeconomic context.
ESMA has also published a Report on the climate disclosure presented in the 2022 financial statements and a study on the information provided pursuant to article 8 of the Taxonomy Regulation in order to improve the disclosure to be provided to the market.
Priorities relating to the financial statements prepared based on the IAS/IFRS international accounting standards
The enforcement priorities for 2023 relating to financial statements prepared according to international accounting standards are:
- climate-related aspects in the preparation and review of IFRS financial statements, with particular reference to consistency between financial statements and non-financial statements, the accounting of emission allowances (ETS) and the certificates relating to renewable energy, the impairment test process and related disclosure as well as the disclosure on renewable electricity supply contracts. Specific considerations are dedicated to financial intermediaries in relation to the information to be provided regarding "green" financial instruments and the accounting of provisions for credit losses;
- the impact of the current macroeconomic environment on refinancing risks and other financial risks as well as on the fair value determination process and related disclosure.
Priorities relating to non-financial statements
Priorities for non-financial information relate to:
- disclosure required in relation to article 8 of the Taxonomy Regulation. Reference is made to the need to use the models referred to in the Delegated Act on article 8 of the Taxonomy Regulation, without any adaptation or amendment, providing adequate accompanying qualitative information, in order to arrive at a clear picture of the assessments carried out by the issuer, the assumptions and methodology decisions made in the preparation of the information. Finally, there is a specific focus on the CapEx indicator and its inclusion in the transition plans, if any, prepared by the issuers;
- information on objectives, actions and progress on climate issues. The links with the issuer's strategic plan and any public policy objectives are important. In addition, the importance of disclosing the methodologies and assumptions underlying the definition of the objectives as well as the monitoring and progress made in achieving them is underlined. Finally, specific attention is paid to decarbonisation objectives;
- Scope 3 emissions. Supervisory Priorities invite issuers to provide reasons for the possible non-relevance of these emissions, while if they are considered material, the importance of providing transparency on the related calculation and determination methods is underlined. This type of emissions (for example, emissions upstream and downstream of the value chain) is in fact calculated on sources not controlled by the company which drafts the NFS.
Considerations relating to the APMs and the ESEF
With regard to Alternative Performance Measures (APMs), the Statement stresses that issuers are required to comply with the ESMA Guidelines on APMs and the related Q&As, in particular when the same indicators are presented in contexts other than the financial statements.
In the Public Statement, in line with what happened in previous years, there is also a reminder regarding the correct application of the European Single Electronic Format (ESEF), both in relation to the marking of the numerical elements present in the consolidated financial statements and in relation to the block marking of the related notes.
Report on climate disclosure in financial statements
The Heat is On: Disclosures of Climate-Related Matters in the Financial Statements
The report aims to support issuers in representing climate-related matters more robustly and consistently in financial statements prepared in accordance with IFRS.
The examples of disclosure included in the report, taken from the 2022 financial statements of European issuers, provide practical illustrations of how climate-related matters can be presented in IFRS financial statements. In doing so, ESMA highlights, in each example, the key aspects and provides guidance explaining why such information may be useful to investors.
Finally, each section of the paper includes some observations by ESMA on the areas to continue to focus on.
Study on the information provided pursuant to article 8 of the Taxonomy Regulation
Results of a fact-finding exercise on corporate reporting practices under the Taxonomy Regulation
The document summarises the results of a survey carried out under the coordination of ESMA with regard to the 2022 NFSs of a sample of 54 listed European non-financial companies, with the aim of assessing the quality of the disclosure provided in response to the new requirements laid down by article 8 of the Taxonomy Regulation, relating, inter alia, to the completeness of the models referred to in the Delegated Act, the adequate reporting of the various Key Performance Indicators (KPIs) required for non-financial companies (turnover, OpEx and CapEx) and the qualitative information. In light of the results of the survey, ESMA draws the attention of issuers to the importance of providing all the quantitative and qualitative information required by law, so as to allow non-financial statement users, including financial institutions, a full understanding of the degree of eligibility and alignment of economic activities.
On 20 October, the European Financial Instruments and Markets Authority (ESMA) and the European Banking Authority (EBA) launched a joint consultation on two joint mandates received under the Markets in Crypto-Assets Regulation (MiCA Regulation), to achieve two common guidelines on the assessment of the eligibility of members of the management body and shareholders and members with qualified holdings of issuers of Asset-referenced tokens (ART) and Crypto-Asset Service Providers (CASP).
In accordance with the MiCA Regulation, the members of the management body of an ART issuer and a CASP must meet the requirements of sufficient integrity and possess the appropriate knowledge, skills and experience, individually and collectively, to carry out their functions. Changes to the composition of the management body must be notified to the national competent authorities to enable them to carry out the necessary assessments.
For the purposes of issuing the authorisation as an ART issuer or a CASP, shareholders and members who, directly or indirectly, hold qualifying holdings in ART and CASP issuers must meet the requirements of sufficient integrity. In particular, they must not have been convicted of offences related to money-laundering or financing of terrorism or any other offence that may affect their integrity. These requirements must be maintained on an ongoing basis.
Finally, in case of projects to takeover direct or indirect qualifying holdings in an ART issuer or a CASP, the proposed acquirer must meet the eligibility requirements set out in articles 42 and 84 of MiCA:
In this context, the first set of guidelines proposes common criteria to assess the knowledge, skills and experience of the members of the management body as well as their good repute, honesty and integrity and to determine whether these persons are able to devote sufficient time to the performance of their tasks.
The second set of guidelines provides national competent authorities with a common methodology for assessing the eligibility of shareholders and members with direct or indirect qualifying holdings, for the purposes of granting an authorisation as ART issuers or as a CASP and for carrying out the prudential assessment of takeover projects.
These guidelines will contribute to the establishment of a "toolbox" available to all national competent authorities, with the aim of ensuring uniformity in supervisory practices.
The consultation will end on 22 January 2024. Observations may be sent to the EBA – which will inform ESMA - via the appropriate link on the consultation page. The contributions received will be published at the end of the consultation, unless otherwise requested.
From 15 November 2023, the sixth revision of the IT technical guidance comes into force, which introduces new validation criteria for the reports required under the European AIFMD directive governing fund managers of alternative investment funds.
The AMCs for the AIFs managed and/or marketed by them, the SICAVs and SICAFs if they manage their own assets directly, must send the reports required by the AIFMD directive to Consob, which then sends them to ESMA.
The new version of the IT technical guidance introduces further validation rules, for example making certain information fields mandatory in order to improve the quality of the data transmitted.
The existing reporting obligation referred to in articles 3(3)(d), 24(1), (2) and (4) laid down by the AIFMD regulation, the so-called AIFMD reporting (referred to in Annex IV of EU Regulation no. 231/2013), must, therefore, be fulfilled by the collective managers according to the requirements laid down in revision no. 6 of the IT technical guidance.
The reference period from which the changes will take effect is Y1, H2, Q4 or X2 of 2023 (reference date: 31 December 2023).
The newly introduced IT technical guidance revision no. 6 replaces the IT technical guidance revision no. 5 (published in January 2023).
The following is the link to the corresponding ESMA web page https://www.esma.europa.eu/document/aifmd-reporting-it-technical-guidance-rev-6-updated.
The registration document of Banca Popolare di Sondrio Spa relating to the offer of non-equity securities to retail investors has been approved (decision of 25 October 2023).
The registration document relating to the offer of non-equity securities to retail investors issued by SG Issuer Sa and offered and guaranteed by Société Générale Sa has been approved (decision of 25 October 2023);
The information note relating to the scheme for the offer to the public of certificates issued by Bper Banca Spa has been approved (decision of 25 October 2023).
Bernstein Autonomous Llp has been authorised, pursuant to article 28, paragraph 6 of the Consolidated Law on Finance, under the freedom to provide services in Italy, to qualified counterparties and/or professional clients as identified pursuant to article 6, paragraph 2-quinquies, letter a) and paragraph 2-sexies, letter a), of the said Consolidated Law on Finance, to carry out the investment services and ancillary services indicated in the annex to the authorisation resolution (resolution no. of October 2023). Bernstein Autonomous Llp is registered in the third-country firms other than banks section of the register referred to in article 20 of the Consolidated Law on Finance. The company is authorised to operate in Italy in accordance with the provisions applicable to third-country investment firms pursuant to the Consolidated Law on Finance and is subject to the supervisory regime laid down therein (resolution No. 22862 of 25 October 2023);
Concrete Srl, based in Milan, has been authorised pursuant to article 4-sexies.1 of Legislative Decree no. 58/1998 and article 12 of Regulation (EU) 2020/1503, as a crowdfunding service provider to provide the crowdfunding service referred to in article 2, paragraph 1, letter a, sub ii), of Regulation (EU) 2020/1503 consisting in the placement without an irrevocable commitment and the receipt and transmission of client orders relating to securities and instruments admitted for crowdfunding purposes issued by project owners or special purpose vehicles (resolution no. 22859 of 25 October 2023);
Buildbull Srl, based in Milan, has been authorised pursuant to article 4-sexies.1 of Legislative Decree no. 58/1998 and article 12 of Regulation (EU) 2020/1503, as a crowdfunding service provider to provide the crowdfunding service referred to in article 2, paragraph 1, letter a, sub ii), of Regulation (EU) 2020/1503 consisting in the placement without an irrevocable commitment and the receipt and transmission of client orders relating to securities and instruments admitted for crowdfunding purposes issued by project owners or special purpose vehicles (resolution no. 22860 of 25 October 2023);
Fundera Srl, based in Genoa, has been authorised pursuant to article 4-sexies.1 of Legislative Decree no. 58/1998 and article 12 of Regulation (EU) 2020/1503, as a crowdfunding service provider to provide the crowdfunding service referred to in article 2, paragraph 1, letter a, sub ii), of Regulation (EU) 2020/1503 consisting in the placement without an irrevocable commitment and the receipt and transmission of client orders relating to securities and instruments admitted for crowdfunding purposes issued by project owners or special purpose vehicles (resolution no. 22861 of 25 October 2023);
Order, pursuant to art. 7-octies, letter b) of Italian Legislative Decree no. 58 of 24 February 1998 (Consolidated Law on Finance) to cease infringement of art. 18 of Consolidated Law on Finance, put in place by:
- Mango Group Llc via the www.x-fortunes.com website (resolution no. 22864 of 25 October 2023);
- FX6 via the https://fx6.xyz website (resolution no. 22866 of 25 October 2023);
- Trade 4 Nation via the www.trade4nation.com website and its https://client.trade4nation.com page (resolution no. 22865 of 25 October 2023).