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Consob's regulatory activity plan for 2020 (25 February 2020)

Consob has published the Activity Plan for the adoption of the general regulatory acts and for the periodic review of the regulations and other general documents, with reference to the year 2020 (or "2020 Plan").

Article 2 of the "Regulation on the procedures for the adoption of general regulatory acts" of Consob (Resolution no. 19654 of 5 July 2016) provides that the Institute, for the purposes of effective and efficient pursuit of its objectives, annually defines a "non-binding planning document, containing the plan of activities Consob intends to carry out for the adoption of the general regulatory acts and for the periodic review envisaged by article 8". In particular, for the purposes of the programming above mentioned, Consob takes into consideration:

• the higher-level regulatory sources, including those of the European Union, to be transposed or implemented by Consob itself with general regulatory acts;

• the commitments undertaken by Consob in the national and international cooperation venues with the participation of the financial market surveillance Authorities;

• the results of the periodic review activity previously carried out pursuant to the aforementioned article 8;

• the need to periodically review the legislation envisaged by the aforementioned article 8;

• any indications and proposals received from supervised entities, investors, savers and representative associations of such entities.

The function of the Regulation Plan is to deliver information to the public on the main issues that - in the course of 2020 - will be the core of Consob regulatory activity, with the purpose of making the consultation processes with the market more effective. The Plan is focused on the regulatory activity of Consob and on the regulatory impact assessment activities ("VIR") and it also contains a brief statement on the evolution of the European and national regulatory framework for the current year and the program of planned regulatory interventions.

Among the latter, we note in particular:

• the regulatory changes aimed at concluding the process of transposition of the Directive (EU) 2017/828 (Shareholders' Rights Directive, SHRD 2) already started with the publication of the Consultation Document of 31 October 2019;

• the amendments to the Intermediaries Regulation (Consob Resolution no. 20307 of 15 February 2018) for the adaptation to Directive 2016/97 (IDD), in coordination with IVASS, already started with the publication of the Consultation Document of 23 September 2019;

• the amendments to the Issuers Regulation (Resolution no. 11971 of 14 May 1999) as a result of the application of the provisions of the Delegated Regulation (EU) 2018/815 which integrate Directive 2004/109 / EC (Transparency Directive) as regards the technical regulatory rules relating to the specification of the European Single Electronic Format (ESEF) of financial reporting;

• the adaptation of the provisions contained in the Issuers Regulation relating to the gender balance in the composition of the administrative and control bodies in relation to the new regulatory framework introduced by Law 27 December 2019, no. 160 (Budget Law for 2020) on gender quotas, in relation to which the consultation started on January 30th;

• amendments to the Consob regulation containing provisions for implementing Legislative Decree of 21 November 2007, no. 231, adopted with Resolution no. 20570 of 4 September 2018, following the process of adaptation of the primary national legislation to Directive (EU) 2018/843 (Fifth Anti-Money Laundering Directive), which entered into force on 9 July 2018.

After the adoption by the Ministry of Economy and Finance of its own Decrees implementing the Audit Directive, Consob will proceed to revise the regulatory provisions on the supervision of auditors, independence of the auditors of public interest entities (EIP) and quality controls on EIP auditors.

With reference to VIR activities, the 2020 Plan takes into consideration the disciplinary sectors that have not been subject to changes in the last three years or in relation to which, in the current year, adjustments to the higher-ranking discipline are not due. In particular, the VIR activities included in the 2020 Plan provide for the completion of the review processes already planned and started during 2019 relating to: (i) Regulation on the functioning of the Arbitrator for Financial Controversies (ACF) adopted with Resolution no. 19602 of 4 May 2016; (ii) Issuer Regulations, relating to the provisions on the takeover bids; (iii) Regulation no. 19654 of 5 July 2016 concerning the procedures for the adoption of general regulatory acts; (iv) Regulation no. 18750 of 19 December 2016 on the sanctioning procedure of Consob. To these processes it must be added the revision of the provisions contained in the Intermediaries Regulation on the skills and knowledge which are required to staff, with reference to which, in the context of the Q&A published on 5 October 2018, it was acknowledged the need for a short-term verification of the regulation, with reference to the first results of the supervisory activity carried out, as well as to an appropriate comparative analysis of the second level regulations issued in other European Union countries.