Resolution no. 20477

The Committee of Market Operators and Investors

LA COMMISSIONE NAZIONALE PER LE SOCIETÀ E LA BORSA
[The National Commission for Companies and the Stock Exchange]

HAVING REGARD TO Law no. 216 of June 7, 1974, and subsequent amendments and additions;

HAVING REGARD TO Legislative Decree no. 58 of February 24, 1998, and subsequent amendments;

HAVING REGARD TO Art. 23, paras 1 and 2, of Law no. 262 of December 28, 2005, according to which: ‘The provisions of the Bank of Italy, CONSOB, ISVAP and COVIP of a regulatory nature or of general content, excluding those relating to internal organisation, must be justified with reference to choices on the regulation and supervision of the sector, i.e. their subject matter. The provisions referred to in paragraph 1 shall be accompanied by a report which illustrates their effects on the regulation, the activities of firms, companies and operators and the interests of investors and savers. In determining the content of general regulatory provisions, the Authorities referred to in paragraph 1 shall always take into account the principle of proportionality as a criterion for exercising power in such a way that is fit to achieve the pre-set goals while minimising as much as possible any prejudice to the interests of the addressees of the provisions adopted. To this purpose, the said Authorities shall consult the representative bodies of supervised entities as well as those of providers and consumers of financial services’;

HAVING REGARD TO Art. 5, para. 2, of the Regulation on the procedures for the adoption of general regulatory provisions, adopted with Resolution no. 19654 of July 5, 2016, according to which: ‘For drafting a general regulatory provision, CONSOB may carry out preliminary consultations aimed at collecting evidence and opinions on the matters to be regulated. CONSOB may set up committees composed of market operators, representatives of stakeholders and experts, and require their preliminary opinion on documents to be submitted to consultation. The said committees may also formulate proposals and comments on the effectiveness of the activities carried out by CONSOB pursuant to this Regulation. The committees shall be set up and regulated pursuant to Art. 28 of the Regulation on CONSOB’s organisation and operation adopted with Resolution no. 8674 of November 17, 1994, and subsequent amendments’;

HAVING REGARD TO Art. 28 of the Regulation on CONSOB’s organisation and operation adopted with Resolution no. 8674 of November 17, 1994, and subsequent amendments, according to which: ‘In order to ensure the effectiveness of any activity which temporarily require the contribution of different types of knowledge, skills and professional profiles, CONSOB may set up specific committees or working groups, determining their tasks, principles of operation and duration. These committees shall be composed of employees and external experts and may be chaired by a member of CONSOB’;

HAVING CONSIDERED that the rules and regulations establishing the European Supervisory Authorities (ESAs) require that, to help facilitate consultation, these Authorities establish groups of stakeholders in areas relevant to the Authorities’ tasks, and having considered in particular Art. 37 of Regulation (EU) no. 1095 of November 24, 2010, establishing a European Securities and Markets Authority (ESMA), according to which: ‘To help facilitate consultation with stakeholders in areas relevant to the tasks of the Authority, a Securities and Markets Stakeholder Group shall be established. The Securities and Markets Stakeholder Group shall be consulted on actions taken in accordance with Articles 10 to 15 concerning regulatory technical standards and implementing technical standards and, to the extent that these do not concern individual financial market participants, Article 16 concerning guidelines and recommendations’;

HAVING CONSIDERED that the aforementioned Regulation - adopted with Resolution no. 19654 of July 5, 2016 - provides that, in accordance with the principles of better regulation, the regulatory cycle must consists of different steps also including Regulatory Impact Analysis (AIR in the Italian acronym) and Regulatory Impact Assessment (VIR in the Italian acronym), and that in each step use of stakeholders’ knowledge is essential and must be acquired through appropriate forms of participation;

HAVING THEREFORE ESTABLISHED the need to set up a permanent venue for dialogue and confrontation between stakeholders, in order to increase the involvement of market operators and investors in the preparation of rules and regulations and facilitate consultation as well as the drafting of other general documents that fall within the scope CONSOB’s activities;

HAVING CONSIDERED that in the said venue for dialogue and confrontation market operators should be represented in a proportionate manner, including technology companies and small and medium sized enterprises, investors and users of financial services, as well as universities and research centres;

HEREBY RESOLVES:

Art. 1
(Establishment of the Committee of Market Operators and Investors at CONSOB and adoption of the related Founding Charter)

1. The Committee of Market Operators and Investors, also referred to as the Committee, is established at CONSOB.

2. The Founding Charter of the said Committee is therefore adopted (enclosed herewith).

Art. 2
(Final provisions)

1. This Decision shall be published on CONSOB’s website.

June 12, 2018

THE CHAIRMAN
Mario Nava

Founding Charter of the Committee of Market Operators and Investors

Function of the Committee

1. The Committee has the function of facilitating the confrontation and dialogue with stakeholders. In particular, the Committee shall express the opinion of market operators and investors on rules and regulations and any other general provisions that CONSOB may bring to its attention concerning matters within CONSOB’s jurisdiction.

2. CONSOB shall assess the Committee’s work on a two-year basis.

Composition of the Committee

3. The Committee shall be formed by a maximum of 30 members selected from a list of 50 people with specific and recognised experience and professionalism, so as to ensure the correct balance between roles, professional experiences and genders, as well as the ability of the Committee to express the point of view of market operators - including technology companies and small and medium sized enterprises -, of investors and consumers of financial services, of universities and research centres.

4. The members of the Committee shall be appointed by CONSOB following a public selection procedure open to individuals as well as professional associations.

5. The Committee shall identify a Chairman and a Deputy Chairman among its members. CONSOB shall appoint a Chairman of the Committee for the first two years of the Committee.

6. Term of office of each member of the Committee is two years and may only be renewed once.

7. A member and/or one or more delegates of CONSOB shall participate in the Committee's meetings as observers.

Tasks of the Committee

8. The Committee shall express itself on the provisions and documents that CONSOB may bring to its attention. In particular, it may examine projects for the adoption or revision of:

- general regulatory provisions such as rules and regulations and other general documents of a prescriptive nature;

- recommendations and other guidelines, as well as any other general document that CONSOB may submit to the Committee;

- regulatory activity plan;

- strategic plan.

9. The Committee may, on its own initiative, shall express its opinion on general matters within the jurisdiction of CONSOB. The Committee may not express opinions on specific supervisory cases.

Organisation of the Committee

10. The Committee shall have its own rules of operation, approved by a majority equal to at least two thirds of its members.

11. The secretarial functions for the Committee shall be carried out by CONSOB, which shall provide the Committee with the documentation and information it needs to fulfil its functions.

12. The Committee’s meetings shall be held, as a rule, at CONSOB offices in Milan, on a quarterly basis as a minimum. The agenda for the Committee’s meetings shall be established by the Chairman in coordination with the secretarial function.

13. The Committee may be set up internal working groups on specific issues.

14. In case of urgency and at the request of CONSOB, the Committee shall issue its opinion, in writing, on specific issues. In this case, CONSOB shall provide all members of the Committee with documents that may help them in formulating the Committee’s opinion.

15. The secretarial office shall draw up summary minutes of the Committee’s meetings and the Committee shall approve the said minutes in its subsequent meeting.

16. Committee members other than market operators shall be refunded of travel and accommodation expenses (if any) borne for participating in the Committee’s meetings.

Independence requirements

17. The representatives of the academia and research centres must be independent of the interests of market operators.

Annual report

18. The Committee shall draw up an annual report on the activities it carried out. The said report shall be published on CONSOB’s website.

Obligations of confidentiality

19. The Committee members shall maintain confidential any and all information and documents received from CONSOB or prepared by the Committee.