Weekly newsletter - year XXVI - No. 07 - February 24, 2020 - CONSOB AND ITS ACTIVITIES
Newsletter
News of the week:
Financial services: Consob blacks out 7 new websites
MiFID 2: Consob launches a consultation with the market on the transparency of the costs of investment services
MiFID 2: Consob launches a consultation with the market on the transparency of the costs of investment services
Information and market abuse: professional training course for journalists, organised by Consob, on 13 March in Rome
List of subjects that had published an individual or consolidated non-financial statement (NFS) as at 31.12.2019 and identification of the criteria for the definition of the supervisory sample of NFS
New date for “Be aware of fraud!”, Finance on stage
EVENT CANCELLED - The corporate governance of Italian listed companies. The analyses of Consob’s Corporate Governance Committee and of Assonime-Emittenti Titoli: Milan, 2 March 2020
Save the Date: Securities and Financial Ombudsman (ACF): Tuesday 17 March, annual report for 2019. Appointment at 9:00 am in the Consob auditorium in Rome and video link from Milan
- NEWS OF THE WEEK -
Consob has ordered the black-out of 7 new websites that offer financial services illegally.
The commission availed itself of the powers resulting from the ‘Decreto Crescita’ (‘Growth Decree’; Law no. 58 of 28 June 2019, article 36, paragraph 2-terdecies), on the basis of which Consob can order internet access providers to block access from Italy to websites offering financial services without the proper authorisation.
The companies and websites are listed below:
- Kronosinvestit Ltd (website www.kronosinvestit.co);
- "Tfx25" (website https://tfx25.com);
- Marketsbull Ltd (website www.marketsbull.com);
- "Royalbanc" (website https://royalbanc.io);
- "Pro Star" (websites https://finantik.com and https://client.trading-dashboard.com);
- EasyTrade55 Ltd (website https://easytrade55.com).
The number of sites blacked out since July last, when Consob got the power to order blackouts, has thus risen to 154. The measures by which the aforementioned companies have been ordered to cease their abusive activities can be consulted on the website www.consob.it. The black-out of these websites by internet service providers operating on the Italian market is ongoing. For technical reasons, it can take several days for the black-out to come into effect.
Consob draws the attention of savers to the importance of paying the utmost attention in order to make informed investment choices, focusing on those common sense behaviours - such as checking that the operator with whom you are investing is authorised - that are essential if you really want to safeguard and, hopefully, see a return. To this end, Consob would remind you that there is a section on the homepage of its website www.consob.it entitled "Be aware of fraud!", with useful information to warn investors against abusive operators.
Consob has launched a consultation with the financial market in view of a "Recommendation on the arrangements for the ex post reporting of costs and charges related to the provision of investment and ancillary services".
The regulations on the disclosure to customers of the costs and charges associated with the provision of investment and ancillary services is one of the areas of greatest innovation and operational impact of MiFID 2, the second version of the European Directive on the provision of investment services.
The aim is to ensure that investors are aware of all the costs and charges of evaluating investments, including with a view to comparing financial instruments and services.
In order to align the way intermediaries comply with the applicable requirements and to protect the investors' right to receive from service providers information that is clear, correct and not misleading, there is a need for recommendations on the ex post reporting of costs and charges paid by their customers.
Consob's instructions, to be taken into account starting from the preparation of the upcoming reports for the year 2019, regard the structure and content of the aggregated information, the relationship between aggregated and analytical information, and the timing of dissemination of the report.
The consultation, the text of which is available on Consob's website, will end on 7 March 2020.
The professional training course for journalists organised by Consob will be held in Rome on March 13 on the theme: "The new rules on market abuse: the supervision process and its impact on journalism".
The priority aim of the course is to highlight the repercussions on journalism of the new rules on market abuse introduced following the entry into force of the European Directive on this subject (MAD 2, the second version of the Market Abuse Directive) and related regulation (MAR, the Market Abuse Regulation).
In particular, the course aims to offer an overview of the rules, starting from the notion of market abuse. The entire series of supervisory activities undertaken by Consob will be explained: the preliminary analysis of the performance of securities on the Italian Stock Exchange, the preliminary investigation, the sanctioning proceedings, the defence of the measures in litigation in the courts. The operational practices of the financial market supervisory authority will also be described.
The speakers will discuss both real cases taken from recent news reports, and the new version of the Italian code of practice in financial journalism, the Carta dei doveri dell’informazione economica e finanziaria, which originates from the European law which is the subject of the course.
The appointment is scheduled in the Consob auditorium in Rome in Via Claudio Monteverdi 35 (Piazza Verdi) from 9:00 to 13:00 on Friday 13 March.
The course regards professional ethics, and attendees will earn six training credits.
Journalists interested in participating can register through the SIGeF platform of the National Council of the Italian association of journalists (Ordine dei giornalisti) by clicking on "Enti formatori terzi" (Third-party training bodies) (https://sigef-odg.lansystems.it/Sigefodg/listaeventicl/2).
The course will be replicated in Milan on a date to be determined.
For any enquiries, please contact the secretariat of the Consob Press Office: 06 8477413 - 06 8477658 or the following e-mail address salastampa@consob.it.
Consob has published the List of subjects that had published an individual or consolidated non-financial statement ("NFS") in the period from 1 January to 31 December 2019 relating to the financial year beginning on or after 1 January 2018 (Decision no. 21273 of 20 February 2020) .
These are statements made by companies on non-financial issues such as, for example, issues environmental and social issues, and those relating to personnel, respect for human rights and the fight against bribery and corruption.
Article 2 of Legislative Decree no. 254 of 30 December 2016 introduced the obligation to publish a statement (individual or consolidated) of a non-financial nature on relevant public interest entities (RPIE), as defined in Legislative Decree no. 39 of 27 January 2010, i.e. Italian companies issuing securities listed on a regulated market in Italy or the European Union, banks, insurance companies and reinsurance companies which have had, on average, more than five hundred employees during the financial year and which, at the balance sheet date, have exceeded at least one of the following two dimensional limits: a) a balance sheet total of € 20,000,000; b) total net revenues from sales and services of € 40,000,000.
Article 7 of the aforementioned decree no. 30/2016 provides, moreover, that entities other than RPIEs may, on a voluntary basis, publish a non-financial statement, appending a "conformity statement" to it, stating that it has been drafted in compliance with the provisions of said decree.
Article 3 of Consob Regulation no. 20267 of 19 January 2018, implementing Legislative Decree no. 254 of 30 December 2016, prescribes in paragraph 3 that Consob publish the list of entities that have published a non-financial statement annually on its website.
The total number of NFSs published as at 31 December last year was 208:151 issuers with listed shares prepared NFSs pursuant to the decree, 28 NFSs were prepared by issuers with securities listed on other regulated markets (Ireland and Luxembourg), 24 NFSs were prepared by unlisted banks and insurance companies, and 5NFSs were prepared voluntarily in accordance with Article 7 of the decree
In order to formulate the aforementioned list, Consob identified all the companies that had published an NFS, acquiring the documents through the channel of transmission to Consob used by each entity, as recommended by Consob in Communication no. 0119727 of 20 April 2018 (see "Consob Informa" no. 16/2018) and also checked for the presence of entities that had prepared NFSs on a voluntary basis.
Furthermore, with decision no. 21274 of 20 February 2020 Consob determined the parameters for the identification of the set of entities whose non-financial statements (NFSs) will be checked.
Indeed, pursuant to Article 6, paragraph 1 of Consob Regulation no. 20267 referred to above, Consob checks non-financial statements on a sample basis. In particular, the Regulation requires Consob to establish each year the reference parameters to proceed with the identification of all the entities whose non-financial statements will be checked
These are the parameters for the NFSs published in 2019:
a) with reference to issuers subject to control over financial reporting pursuant to Article 89-quater of the Issuers' Regulations, the supervisory selection is made taking into account the differentiation according to the sector to which they belong (financial and non-financial), their exposure to environmental, social and governance risks and the reason for the selection for supervisory purposes provided for in Article 89-quater of the TUF, with particular reference to the significance of provisions and contingent liabilities;
(b) with regard to cases where the designated auditor issues a qualified or negative statement of assurance or a declaration of impossibility to issue an assurance, all companies in such a situation shall be included;
c) a further selection of entities is carried out among all those companies whose NFS is accompanied by a report of the appointed auditor in which the same has formulated a warning of information that has direct relevance to the checks carried out by the auditor on the conformity of the non-financial information provided in the NFS;
d) a further selection of entities is carried out, within all the categories that have published an NFS, according to a composite criterion that takes into account the diversity of the sector to which they belong as well as elements useful to assess their exposure to environmental, social, governance and reputational risks;
(e) with regard to the need to take into account possible greenwashing behaviour, in particular in the financial sector, supervisory selection shall be made taking into account the relevance of ESG factors also when raising capital.
Consob has also determined that the criterion for random selection, provided for by Article 6, paragraph 3 of the aforementioned Regulation, is the extraction of a certain number of entities among those that, at the date of the decision, have published an NFS in the manner provided for by the Regulation and - net of the companies selected on the basis of the aforementioned criteria - through a procedure of replicable random generation of numbers.
New date for 'Beware of fraud!' Finance on stage: the appointment is in Crotone at 9.30 am on 12 March 2020 at the Cinema Teatro Apollo - Viale Regina Margherita, 7.
Finance on stage is an experimental financial education project that combines the narration/theatrical representation of a significant financial matter with a subsequent informative debate that highlights the teachings that can be drawn in order to protect savers and investors.
The representation ‘Be aware of fraud’ tackles the topics of scams inspired by the Ponzi scheme.
The actor and director Massimo Giordano plays Charles Ponzi, the Italian fraudster who became famous for having carried out a large-scale scheme that still bears his name, replicated in many modern versions that make use of email and the internet.
Afterwards, Paola Soccorso (Consob) explains the psychological traps and precautions to be taken to guard against financial fraud.
Alfio Pugliese, Chairman of the Crotone Chamber of Commerce (CCIAA) will speak at the event.
The initiative is free of charge. Registrations will be accepted until all places are filled. To register, contact promozione@kr.camcom.it or 0962/6634207/247/231
The poster for the event can be found on the Consob website in the "events" section.
Following the Coronavirus risk containment measures issued by the Italian Government and by other authorities, the event organized on March 2 next at 2.30 p.m. at Borsa Italiana, Palazzo Mezzanotte - Piazza degli Affari 6, Milan, concerning the "Evolution of corporate governance and sustainable business success" has been canceled and deferred to a date to be defined.
The third annual report of the Securities and Financial Ombudsman, the body for the out-of-court settlement of disputes between intermediaries and investors established at Consob, in operation for three years now, will be presented on Tuesday, 17 March 2020.
It will be an opportunity to explain the activity carried out in 2019 and to also provide an overview of the first three years of ACF operations.
The appointment is scheduled for 9:00 am at the Consob auditorium in Rome (Via Claudio Monteverdi 35 - Piazza Verdi).
There will be a video connection with the Consob offices in Via Broletto 7, Milan.
Consob’s Chairman Paolo Savona will open the event. The report by the President of the ACF, Gianpaolo Barbuzzi, will follow.
The programme of the event is published at the following address http://www.consob.it/web/area-pubblica/seminari-e-convegni.
Attendance is free of charge. However, attendees are asked to register online, using the SIPE form: http://www.consob.it/web/area-pubblica/iscrizione-seminari.
The event is accredited for professional training purposes by the Rome Bar Association.
The supervisory authorities of the United Kingdom (Financial Conduct Authority - FCA), Austria (Financial Market Authority - FMA), Luxembourg (Commission de Surveillance du Secteur Financier - CSSF), Belgium (Financial Services and Markets Authority - FSMA), Spain (Comisión Nacional del Mercado de Valores - CNMV), Malta (Malta Financial Services Authority - MFSA), Hong Kong (Securities and Futures Commission – SFC), New Zealand (Financial Markets Authority - FMA New Zealand) and Switzerland (Swiss Financial Market Supervisory Authority - FINMA) report the companies and websites offering investment, financial and insurance services without the required authorisations.
Reported by the FCA:
- AT UK (atfx-uk.com), with stated address in London (UK), clone of the authorised company AT Global Markets (Uk) Limited (www.atfx.com/uk), based in London;
- Assetz Capital (www.assetzcapital.eu) clone of the authorised company Assetz SME Capital Limited (www.assetzcapital.co.uk), with stated address in Manchester (UK);
- Capital International Management Company / CIMC (www.cimctrading.net), with stated address in London (UK), clone of the authorised company Capital International Management, based in Luxembourg;
- Fixed Income (www.fixedincome.org.uk), with stated address in London (UK);
- Croceus Limited / Croceus Invest www.croceusinvest.co.uk);
- First Choice Finance (www.first-choice-finance.co.uk), with stated address in London, clone of the authorised company First Choice Finance (trademark of First Choice Funding Limited, www.firstchoicefinance.co.uk). The UK regulator also stated that the reported company is in no way related to CashEuroNetUK, LLC, a company based in London, authorised to offer services and products in the UK, nor to TFS Loans Limited, a company based in Essex (UK);
- Goldmans Banc (www.goldmans.io) with stated address in Kingstown, St. Vincent and the Grenadines, a clone of the authorised company GMB Portfolio Services Limited (www.gmbportfolio.co.uk), based in Livingstone (UK);
- Apus Capital (telephone number: 02074594269);
- Triton-Online (https://triton-online.com), clone of the authorised company Triton Investments Advisers LLP, based in London (UK).
Reported by the FMA:
- Compass Consulting Group (http://compassconsultinggroup.co.uk) with stated address in London (UK);
- Swissinv24 Ltd (www.swissinv24.com) with stated address in Majuro (Marshall Islands). The company was the subject of Consob decision no. 20903 of 18.4.2019(see "Consob Informa" no. 15/2019 of 23.4.2019) and, subsequently, of orders to internet service providers to block access to the site from Italy (see "Consob Informa" no. 32/2019 of 23.9.2019);
- KJ Invest Capital Ltd (www.kjinvestcapital.com), with stated address in Mahe (Seychelles);
- Prestige Financial Markets (https://www.prestigefm.io, https://www.prestige.fm), with stated address in Tallinn (Estonia);
- Vivaexchange Oü(www.exw-wallet.com), with stated address in Tallinn (Estonia).
Reported by the CSSF:
- Mutuelle Credit (www.mutuellecredit.com).
Reported by the FSMA:
- AllTradeMarkets (www.alltrademarkets.com). The website was the subject of Consob decision no. 21153 of 6 November 2019. Subsequently, Consob ordered internet service providers to block access to the site from Italy (see "Consob Informa" no. 39/2019 of 11 November 2019);
- Bormancorp (www.bormancorp.com), which has previously been reported by the Central Bank of Ireland (see "Consob Informa" no. 41/2018 of 5 November 2018);
- Duxa Capital (www.duxacapital.com);
- Expert Base27 (www.expertbase27.com);
- Intrgroup (www.intrgroup.com);
- My Safe Market (www.mysafemarket.com) previously reported by the FCA (see "Consob Informa" no. 6/2010 of 17 February 2020).
* * *
The Belgian supervisory authority also warns savers that the following websites propose investments in whisky without the required authorisations:
- www.epargne-whisky.com;
- www.whisky-prestige.com.
Reported by the CNMV:
- Dachfin (www.dachfin.com/es), previously reported by the FINMA (see "Consob Informa" no. 34/2019 of 7 October 2019);
- Forex Project Club (www.forexprojectclub.com);
- Fpc Equity (www.fpcequity.com);
- Horse Group HK Ltd / Horse Forex (https://horseforex.com/es);
- Lblv Ltd (https://es.lblv.com), previously the subject of warning from Brazilian authority CMV (see "Consob Informa" no. 38/2019 of 4 November 2019);
- Euro Investement House Ltd (www.lotsfx.com);
- Nobel Trade Investments Llc (https://nobeltrade.com/es) previously reported by the CSSF (see "Consob Informa" no. 23/2019 of 24 June 2019);
- Opus Business International Ltd (https://opusbusiness.com/es);
- The Premium Brokers / Premium Solutions Ltd (https://thepremiumbrokers.com/es) a website previously the subject of Consob decision no. 21154 of 20 November 2019 and, subsequently, of an order to internet service providers to block access to the site from Italy (see "Consob Informa" no. 41/2019 of 25 November 2019);
- Royal Funds (www.royalfunds.co). The company was the subject of Consob decision no. 21203 of 18 December 2019 and, subsequently, of an order to internet service providers to block access to the site from Italy (see "Consob Informa" no. 45/2019 of 23 December 2019);
- Uniglobe Markets Ltd (www.uniglobemarkets.com);
- Pmt 247 Ltd (www.pmt247.com);
- Tbfx Trades (https://tbfxtrades.com). The Spanish supervisory authority warns savers that the company is in no way related to the authorised company X-Trade Brokers Dom Maklerski, S.A., Sucursal En España (https://www.xtb.com/es);
Reported by the MFSA:
- AlphaEX (https://www.alphaex.net);
- Kredit Group Finance (e-mail: lencrero@gmail.com and whatsapp number: +33 755931315).
Reported by the SFC:
- http://4507w.xindemo.cn, with stated address in Hong Kong, clone of the authorised company Sfc Yuanta Securities (Hong Kong) Company Limited;
- Star Trader Pte Ltd (www.supertraderlimit.com), with stated addresses in Hong Kong and the United Arab Emirates.
Reported by the FMA:
- Ios Investments Limited (https://www.investous.com), with stated address in Belize City (Belize);
- Bacfinancelimited.com.
Reported by FINMA:
- Ltc Markets (https ://ltc-markets.co) with stated address in Zurich (Switzerland), previously reported by the FSMA (see "Consob Informa" no. 39/2019 of 11 November 2019);
- Holbert & Greaves (https://holbertgreaves.co.uk/), with stated address in Geneva (Switzerland);
- European Investment Systems (www.eu-is.com), with stated address in Switzerland.
- Consob has published the list of subjects that had published an individual or consolidated non-financial statement ("NFS") in the period from 1 January to 31 December 2019 relating to the financial year beginning on or after 1 January 2018 (Decision no. 21273 of 20 February 2020) .
- Determination by Consob of the parameters for the identification of the set of entities whose non-financial statements (NFSs) will be checked (Resolution no 21274 of 20 February 2020).
Order, pursuant to art. 7-octies, letter b) of Italian Legislative Decree no. 58 of February 24, 1998 (Consolidated Law on Finance) to cease infringement of art. 18 of the TUF, put in place by:
- Kronosinvestit Ltd, through the website www.kronosinvestit.co, (Decision no. 21271 of 19 February 2020);
- "Tfx25", through the website https://tfx25.com, (Decision no. 21270 of 19 February 2020);
- Marketsbull Ltd, through the website www.marketsbull.com, (Decision no. 21272 of 19 February 2020);
- "Royalbanc", through the website https://royalbanc.io, (Decision no. 21269 of 19 February 2020);
- "Pro Star" through the websites https://finantik.com and https://client.trading-dashboard.com (Decision no. 21267 of 19 February 2020);
- EasyTrade55 Ltd, through the website https://easytrade55.com, (Decision no. 21268 of 19 February 2020);
Based on the provisions of article 147-ter of Legislative Decree no. 58/1998 (Consolidated Law on Finance) and article 144-ter et seq. of the Issuers’ Regulation, the Head of Consob’s Corporate Governance Division has determined the minimum shareholdings for the submission of slates of candidates for the election of the board of directors and internal control bodies of the company Ovs Spa. Unless the company’s articles of association prescribe a lower quota, the threshold has been set at 2.5%. The full text of the management decision (no. 29 of 18 February 2020) is available on the website www.consob.it, together with a table setting out the criteria used to determine the qualifying shareholding.