CONSOB has determined the parameters laid down by Article 89-quater of the Issuers' Regulation, representative of the risk for the correctness and completeness of financial information disseminated to the market, for the purposes of identifying all listed issuers whose documents are subject to supervision (Resolution no. 20971 of June 19, 2019).
The regulatory provision defines, by way of non-exhaustive example, the parameters representing the risk on the basis of which to identify listed issuers to be subjected to supervision. In particular paragraph 3 of Article 89-quater of the Issuers' Regulation foresees that each year CONSOB shall establish the parameters representative of the risks, taking into account inter alia:
a) the economic and financial data of the companies concerned;
b) the reports received from the issuer's control body and statutory auditor;
c) of the activity on securities;
d) of significant information received from other administrations or stakeholders.
The regulation envisages, moreover, random selection models for the identification, up to a fifth of the issuers selected, of listed companies to be included in the supervision, even in the absence of significant risks (paragraph 4, Article 89-quater).
For 2019 CONSOB has determined that the parameters on financial information disseminated to the public by listed issuers and listed issuers who have Italy as the Member State of origin, are:
1. for the economic and financial data of the companies concerned, the following elements: (i) the significance of provisions and contingent liabilities, taking account of stock market capitalisation, (ii) information concerning the creditworthiness of issuers, (iii) the volume of non-performing loans held and (iv) the ratio of payments to future lease payments and total assets;
2. for reports received from the issuer's control body and statutory auditor, the following indicators:
- communications transmitted to CONSOB by the control body on the irregularities found in the supervisory activity within the meaning of Article 149, paragraph 3, of the TUF;
- reports of reprehensible facts pursuant to article 155, paragraph 2 of the TUF;
- judgements with negative outcomes contained in the reports of the audit firm drawn up pursuant to Article 156 of the TUF;
- the reports relating to the operation of the internal audit system;
3. for activities on securities, the following elements: the trend of the share price, market capitalisation, the volatility of share prices;
4. for significant information received from other administrations or stakeholders, the following indicators:
i) the information received from the public administrations as defined by Article 1, paragraph 2, of Italian Legislative Decree n. 165 of 2001, from Banca d'Italia, from national and foreign administrative authorities and from the judicial authority;
(ii) the significant information supplied by interested parties;
5. among the additional parameters not expressly identified by Article 89-quater of the Issuers' Regulations the following indicators are taken into account:
i) CONSOB's inspection or investigation activities that have led to activate powers of appeals or reports to the Judicial Authority for aspects subject to prosecution or for which CONSOB has reported or detected critical issues in regard to the completeness or accuracy of the information;
(ii) the presence of relevant extraordinary operations;
Iii) the relevance of the operations of disposal and recovery of debts carried out in the Italian market.
CONSOB has also determined that the criterion for random selection is the extraction of a number of companies not exceeding one fifth of the total number of issuers to audit, net of the companies that will be identified on the basis of these criteria and, to promote rotation of the issuers, of the companies that were already included in the selections of the last five years. However, in order to ensure that it is always possible for a company to be selected, at least one company will be extracted by excluding only the companies identified on the basis of the above criteria. Issuers will be randomly selected by taking into account the capitalisation of the issuer and/or the counter-value placed, in order to increase the probability of being extracted for those of larger dimensions. A replicable random number generation procedure will be applied.
Consob, Esma and Bocconi University, in collaboration with the Baffi-Carefin Research Center, published today a call for papers for the eighth edition of the "Securities Markets: Trends, Risks and Policies" conference to be held on March 12th 2020 in Milan at the Bocconi University.
Works will be taken into account with reference to the following topics: financial innovation in securities markets: FinTech, RegTech and SupTech; market microstructure, post-trading and market efficiency; Esg: non-financial information, asset management, value creation; corporate governance issues: board functioning, shareholders engagement and remuneration; financial services, investor protection and financial education.
Contributions must be sent before 23 September 2019 to the e-mail box firstname.lastname@example.org.
Each proposal will be submitted to a referral process – managed by a Scientific Committee chaired by Massimo Guidolin (Bocconi University), Nadia Linciano (Consob) and Claudia Guagliano (Esma) to be approved by a Steering Committee, composed of Bocconi University (Donato Masciandaro, Centro Baffi-Carefin, Director), Esma (Steffen Kerne) and Consob (Carmine Di Noia, Commissioner).
The selection process outcomes will be delivered by November 15th, 2019.
Works applying data relating to the European context, with their policy implications, will be particularly appreciated. It is encouraged, moreover, the sending of contributions by the European Supervisory Authorities and by other competent National Authorities for the strengthening of the debate about financial supervisory issues.
The President of Consob, Paolo Savona, will deliver the introductory keynote speech of the Conference. The final program of the event will be published on Consob and Bocconi University websites by mid-January 2020.
The full text of the call for papers is available at the following links:
Consob introduced in Italy on a permanent basis - pursuant to Article 42 of the EU Regulation on financial instruments markets (MiFIR) and of art. 7-bis of the Consolidated Law on Finance - intervention measures to protect retail investors similar to those already adopted by the ESMA, the European Authority for Financial Instruments and Markets, concerning the offer of binary options and contracts for difference (CFD ). The measures (resolution n. 20975 and 20976 of 20 June 2019) include:
(i) the ban on the marketing, distribution or sale, in Italy or from Italy, of binary options to retail investors;
(ii) certain limitations concerning the marketing, distribution or sale, in Italy or Italy, of CFDs to retail investors: the setting of leverage limits on the opening of positions; automatic closing when the margin is reached based on the account; protection from negative balance based on the account; the failure to pay incentives by a CFD provider; a warning on the specific risks of the investment, to be prepared according to a standardized format.
The adoption of the measures follows the confirmation of the existence of significant fears for the protection of retail investors in CFDs and binary options. This is due to the complexity and lack of transparency of these products, their peculiar characteristics - which entail, inter alia, disparity between expected return and risk of loss - as well as the methods with which they are marketed and distributed.
The intervention measures will come into force the day after their publication in the Official Journal and will apply, for binary options, from 2 July 2019 and, in relation to CFDs, from 1 August 2019, until their eventual revocation, which will be prepared to apply the conditions set forth in art. 42, par. 6, of the MIFIR regulation.
Rome, 21 June 2019
Emir Regulatory Fitness and Performance Program (Refit): Publication of the reporting forms relating to the clearing threshold and for the notification of the exemption from the reporting obligation of intercompany derivative contracts (June 21st, 2019)
Notification to Consob of the exemption from the obligation to report intercompany derivative contracts entered pursuant to art. 9 of EU Regulation no. 648/2012 (Emir), as amended by EU Regulation n. 834/2019 (Refit).
The EU Regulation Regulatory Fitness and Performance Program - Refit allows counterparties to derivative contracts to be exempted from the reporting obligation of intercompany derivative contracts.
The exemption can be applied if at least one counterparty is a non-financial counterparty (otherwise classified as a non-financial counterparty if it were established in the Union) and on condition that the following conditions are met:
1) both counterparties are fully included in the same scope of consolidation and are subject to adequate centralized risk assessment, measurement and control procedures;
2) the parent company is not a financial counterparty;
3) the counterparty has notified the intention to make use of the exemption to the competent authority;
4) the competent authority has not expressed - within three months of the notification - disagreement on the existence of the conditions referred to in points 1) and 2).
Notification to Consob must be received by means of the specific reporting form shown below, to be completed in accordance with the procedures set forth therein.
Form for the notification exemption (only Italian version)
Notification to the CONSOB on the monitoring of the clearing threshold pursuant to Article 4-bis and Article 10 of the EU Regulation no. 648/2012 (Emir), as amended by EU Regulation n. 834/2019 (Refit)
The changes made by Refit to the Emir Regulation introduce important changes to the regulation of the clearing obligation, both for financial and for non-financial counterparties.
Financial Counterparties (Cf) that hold positions in OTC (over the counter) derivative contracts can calculate their average aggregate position every 12 months. If the Cf does not calculate its positions or if the outcome of the calculation, at group level, exceeds the threshold for at least one category of asset (asset class), the Cf immediately notifies it to Consob and Esma and it becomes subject to the obligation offsetting of the OTC derivative contracts relating to all asset classes which are subject to clearing obligations.
Non-Financial Counterparties (Cnf) that hold positions in OTC derivative contracts can calculate their average aggregate position every 12 months.
If the outcome of the calculation, at group level, exceeds the threshold with respect to one or more asset classes, the Cnf immediately notifies it to Consob and ESMA and it becomes subject to the compensation obligation for OTC derivative contracts that belong to the asset class for which the threshold was exceeded.
If the Cnf does not calculate its positions, it immediately notifies it to Consob and Esma and becomes subject to the obligation of clearing OTC derivative contracts for all asset classes.
The disclosure to Consob must be made as described in the specific reporting form below, which also shows the methods for communicating the return of operations below the clearing threshold.
Consob launched today two public consultations: 1) amendments to the Issuers' Regulations for the adaptation to Regulation (EU) 2017/1129 regarding information prospectuses for the public offer or for the admission to the trading of securities in a regulated market; 2) amendments to the Regulation relating to Crowdfunding for the implementation of the 2019 budget law (Law no. 145 of 30 December 2018).
Amendments to the Issuers' Regulations for the adaptation to Regulation (EU) 2017/1129 regarding information prospectuses for the public offer or for the admission to the trading of securities in a regulated market
Consob Notice of 17 June 2019
Notice regarding compliance with the Guidelines issued by ESMA regarding the limitation of procyclical margins of central counterparties
Consob and the Bank of Italy, as competent authorities for the supervision of Italian central counterparties, comply with the "Guidelines on EMIR anti-cyclical margin measures for central counterparties" issued by the European Securities and Markets Authority (ESMA ), integrating them into their supervisory practices.
The Guidelines, published on the ESMA website in all the official languages of the Union on April 15th, provide detailed indications on the measures that central counterparties must implement to limit the procyclicality of margins, in order to favor a common, uniform and consistent application of the European standards (Article 41 of Regulation (EU) No. 648/2012 and Articles 10 and 28 of Delegated Regulation (EU) No. 153/2013).
ESMA was informed of this compliance pursuant to Regulation (EU) no. 1095/2010.
On 14th June, the Consob annual meeting with the financial market it has been held in Milan, Palazzo Mezzanotte, Piazza degli Affari.
The documentation concerning the meeting is published below:
After the first edition, with the participation of 108 organizations (197 subjects involved overall, including public and private institutions and organizations), and more than 350 events in 120 cities throughout Italy, the Financial Education Month returns from 1 to 31 October 2019. It is promoted by the Committee for the planning and coordination of financial education activities, with the participation of Consob.
The programme of the Month includes a full calendar of events, starting in the first week of October with the "World Investor Week" - the international event dedicated to asset management - to continue with cultural events, information seminars, shows, play days and training on financial education as well as insurance and social security issues.
Projects and initiatives can be submitted to the Committee with the filling out of the online form at www.quellocheconta.gov.it/ottobreedufin from today June 12 until 13 September next.
It will be granted to the participants to the event the use of the official logo of the Month and all the participants will be given evidence in a full national-scale promotion of the event itself, so as to guarantee to the organizers of the various initiatives greater visibility as well as to promote the effectiveness of the undertaken actions through coordination with the other participating subjects.
For all the partners of the Month there will also be available a chat and interactive tools as to maximize communication on the various events as well as to identify all the subjects committed in Italy on these topics, so as to favour the creation of synergies.
The Committee encourages the participation, by the submission of their candidacy, of associations, institutions, companies, universities and research centers, schools, foundations, public administrations and any organization that wants to be involved in the field of financial education with quality events, both non-profit and free for all the participants. All the initiatives having the objective of the increase of basic knowledge on insurance, social security and management and planning of personal and family financial resources will be accepted. All they represent essential knowledge for the serenity of today and the future.
CONSOB and Banca d'Italia, as the authorities in charge of supervising Italian central counterparties, comply with the ‘Conflicts of Interest Guidelines for Central Counterparties' issued by the European Securities and Markets Authority (ESMA), integrating them as part of their respective supervisory practices (Notice of June 3 2019).
The Guidelines, published on the ESMA website on April 5 and on the CONSOB website (at http://www.consob.it/documents/46180/46181/esma70_151_1439_IT.pdf/57b98f79-c68e-4a04-b558-717397426e61), clarify the concept of conflicts of interest and detail the rules and procedures that the central counterparties should adopt in relation to the identification, prevention and management of conflicts of interest.
The intention is to encourage the shared, uniform and consistent application of European standards (article 33 of Regulation (EU) no. 648/2012 and articles 3, 5, 6 and 7 of Delegated Regulation (EU) no. 153/2013).
ESMA was informed of this compliance pursuant to Regulation (EU) no. 1095/2010.
The CONSOB meeting with the financial market will be held this year on Friday, June 14 in Milan.
The meeting is scheduled for 11.00 am at Palazzo Mezzanotte, headquarters of Borsa Italiana.
A speech will be given by the Chairman, Professor Paolo Savona.
"Be aware of fraud!" Fight against illegal financial operations on the web - 38 new supervisory interventions between March and April this year, 60 from the beginning of 2019 - Consob warns against "sites and clone companies" (Press release 17th May 2019)
The cooperation project between Consob and FederTerziario for financial education of small business was presented today in a conference, set at the Chamber of Deputies.
The project aims to the promotion and to the spreading of financial culture in the fabric of small business throughout the Italian national territory. Consob will offer a team ad hoc of technicians, for the purpose of a wider dissemination of the training offer with the organization of on-site meetings in cooperation with the FederTerziario network and IT platform.
The initiative aims in particular to the broadening of information about to the opportunities available for small businesses for accessing the capital market as well as collecting fresh financial resources for the support of both growth and innovation through complementary channels with respect to bank credit ones, like equity crowdfunding, mini-bonds, private equity. At the same time, the initiative aims to the strengthening, by financial education leverage of the self-protection measures against frauds and it aims, too, to make known the out-of-court resolution available mechanisms with the Arbitrator for financial disputes (ACF) for disputes between savers, businesses and intermediaries.
Public procurements: ANAC and IVASS adhere to the MoU between the Bank of Italy, Consob and the Antitrust Authority
The National Anti-Corruption Authority (ANAC) and the Institute for Insurance Supervision (IVASS) have adhered to the Memorandum of Understanding (MoU) signed in November 2018 between the Bank of Italy, the National Commission for Companies and the Stock Exchange (CONSOB) and the Italian Antitrust Authority (AGCM) for the shared management of joint procurement procedures, according to the regulation pursuant to Legislative Decree 18 April 2016, n. 50.
The MoU specifies the coordination procedures between the undersigned Authorities in order to identify joint strategies for the procurement of works, services and supplies and it is functional to the attainment of cost savings.
To this end, a technical table will be set up to provide guidance, coordination and supervision references.
The Memorandum of Understanding establishes a best practice in the national framework and lays the foundations for raising the quality of public commissioning, also in terms of transparency and anti-corruption.
Hearing of Professor Anna Genovese at Senate of the Italian Republic/6th Commission (Finance and Treasury) on the bills n. 1028 and n. 1095 concerning amendments to the consolidated text of the provisions on financial intermediation, referred to in the legislative decree n. 58/1998, concerning: 1) equal access to the administrative and control bodies of the listed companies in the regulated markets and 2) gender balance in the bodies of listed companies (7 May 2019)
Published: 07/05/2019Data: 7 May 2019
Hearing of Professor Anna Genovese at Senate of the Italian Republic / 6th Commission (Finance and Treasury) on the bill n. 1028 concerning "Amendments to the consolidated text of the provisions on financial intermediation, referred to in the legislative decree n. 58/1998 concerning equal access to the administrative and control bodies of the listed companies in the regulated markets" and on the bill n. 1095 concerning "Amendments to the consolidated text of the provisions on financial intermediation, referred to in the legislative decree n. 58/1998 for the gender balance in the bodies of the listed companies"
Anna Genovese - Consob Commissioner
Tuesday, May 21, 2019 from 9 am to 6 pm, approximately, a conference will be held at the CONSOB Auditorium in Rome (entrance in via Claudio Monteverdi 35) entitled 'Supervisory bodies in listed companies' organized by the CONSOB Research Division together with the Grandangolo association (Paolo Ferro-Luzzi Research Centre on Banking and Finance Law in Europe).. ...
The dialogue between CONSOB and market operators on crypto-assets also includes a direct meeting to be held in Milan, at Bocconi University, on May 21, from 9 am to 1 pm.....
ESMA, the European Securities Market Authority, on the basis of the new powers of product intervention attributed by the regime under the MiFID II, decided on April 17 to renew for a further quarter, from 1 May to July 31, 2019, the prohibitions and limits, already in force, for the sale, marketing and distribution in Europe of Contracts For Differences (CFDs) to retail customers. These prohibitions, already in force since 2018, have been the subject of various quarterly extensions (ESMA Ddecisions (EU) nos. 2018/796, 2018/1636 and 2019/155). ....
CONSOB has approved the document relating to the partial voluntary takeover bid (OPA) promoted, pursuant to articles 102 et seq. of Legislative Decree no. 58/1998 (Consolidated Law on Finance), by SAES Getters Spa on treasury shares (Resolution no. 20905 of April 30, 2019)....
- Participants and Markets
- Be aware of fraud!