News of the week:
 Abusive financial services: Consob blacks out 5 abusive sites
Interinstitutional Observatory on women's participation in the administrative and control bodies of Italian companies - First survey analysis
 Referral of the provisions of Delegated Regulation (EU) 2019/815 to the financial reports for the years started from 1 January 2021
 First application of Regulation (EU) 2019/2088: Consob warning
 Regulation (EU) 2019/2088 on sustainability disclosure in the financial services sector: Q &A
 Consob supports the recommendations of the FSB’s Task Force on financial reporting on Climate Change
 Investor protection warnings from other regulatory authorities

Commission decisions

Management decisions

- NEWS OF THE WEEK -

Consob has ordered the black-out of 5 new websites that offer financial services illegally.

The commission availed itself of the new 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 service providers to block access from Italy to websites offering financial services without the proper authorization.

Below are the sites Consob has ordered to be blacked out:

• "FSCS.UK Limited" (website https://fscs.uk);
• NewTraders Holding Ltd (website www.toltechfx.co);
• Zurich Invests Ltd e ZH Companies BNK Ltd  (website www.zurichinvests.com);
• "TradeFCX" and "Fxstarpro" (website https://tradefcx.com);
• "Fxstarpro"/Fxstarpro  LTD (website https://fxstarpro.com).

The number of sites blacked out since July 2019, when Consob got the power to order that the websites of fraudulent financial intermediaries be blacked out, has thus risen to 396.

The measures adopted by Consob can be consulted on the 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 their savings: these include, for websites that offer financial services, checking in advance that the operator with whom they are investing is authorised, and, for offers of financial products, that a prospectus has been published

To this end, CONSOB would remind that on the website www.consob.it there is a section on the homepage “Watch for scams!”, providing useful information to warn investors against financially abusive initiatives.

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The results of the first survey on the presence of women in the administrative and control bodies of Italian companies and on the implementation of the Golfo-Mosca Law (Law no. 120 of 2011), carried out by a specific Interinstitutional Observatory, participated by Department for Equal Opportunities of the Presidency of the Council of Ministers, CONSOB and the Bank of Italy (https://www.consob.it/documents/46180/46181/20210308_Ossevatorio.pdf/7f31b28d-b53b-4cdb-9309-d30a7ddb7bcc) have been published.

The Observatory, established with the Memorandum of Understanding signed on 22 November 2018 by the three participating Institutions, was set up as a data collection and research centre to "jointly promote initiatives aimed at the concrete implementation of female participation in the boards, with the purpose to verify over time the effects of the application of the Law no. 120/2011, also on the basis of studies and analyses making it possible the identification of potential critical and attention profiles ".

With the purpose to resolve the problem of under-representation of women in the top positions of companies in Italy, the Law n. 120 of 12 July 2011 (so-called Golfo Mosca Law) and the Decree of the President of the Republic (D.P.R.) no. 251 of 30 November 2012 introduced gender balance obligations in decision-making positions and in the administration and control bodies of companies controlled by public administrations and companies whose shares are listed on regulated markets. CONSOB and the Department for Equal Opportunities supervise the implementation of this legislation by, respectively, listed companies and companies controlled by public administrations. The issue of gender diversity is also the subject of specific interventions in the banking sector. At the end of 2020, the Bank of Italy put in consultation some changes to its supervisory provisions relating to organization and corporate governance to strengthen the current regulations, already requiring that all banks have to guarantee adequate diversification of the collegiate bodies in terms of skills, age, gender and geographical origin. Through the amendments submitted for consultation, the Bank of Italy proposes the introduction of a gender quota according to which, at least, one third of the members of the administration and control bodies of banks must belong to the less represented gender; further, non-binding indications are also proposed to encourage the presence of women even in the most important positions.

Between 2011 and 2019, the report published today reads, the presence of women in the management bodies of listed companies and publicly controlled companies rose from 7% to 37% and from 11% to 25% respectively. In the banking sector, the share of women in administrative bodies is also generally growing. However, the presence of women varies from 37% for listed banks to 15% for unlisted ones. Conversely, in private companies, where the rules on “pink quotas” do not apply, the presence of women has grown over the same period of time at a much slower pace, from 22% to 24%. The most important positions remain the prevailing prerogative of men. In listed companies, only 2% of women in administrative bodies hold the role of CEO, this percentage drops to 1% in banks.

As regards the control bodies of the companies, the trend observed is aligned with that one described in the case of the management bodies. The growth in the female presence is significant in companies for which gender quotas are envisaged: at the end of 2019 it was 39% (from 7% in 2011) in listed companies and 33% (from 17%) in companies controlled by the public. This presence remains, however, much more limited in private companies and banks (respectively 22% and 18%).

It follows, therefore, that in the face of an undeniable progress compared to the situation prior to the entry into force of Law no. 120 of 2011, female participation in the administrative and control bodies and in the decision-making processes of companies remains heterogeneous, according to the existence and nature of the regulatory constraints on gender quotas.

The Interinstitutional Observatory therefore hopes that the analysis carried out will be the starting point for a broader path, through which the issue of gender equality in corporate governance and control bodies can be further considered and investigated in order to find adequate solutions, also in coherence with the Goals of the European Commission's Strategy on Gender Equality (2020-2025).

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On 26 February 2021, Regulation (EU) 2021/337 of the European Parliament and of the Council amending Regulation (EU) 2017/1129 as regards the EU recovery prospectus and targeted adjustments for financial intermediaries, as well as Directive 2004/109/EC (so-called Transparency Directive) with regard to the use of the single electronic reporting format for annual financial reports (so-called ESEF – Delegated Regulation (EU) No. 2019/815), to support the recovery from the COVID-19 crisis has been published on the Official Journal of the European Union.

In particular, paragraph 7 of Article 3 of the aforementioned Directive has been amended as follows: "7. For financial years beginning on or after 1 January 2020, all annual financial reports shall be prepared in a single electronic reporting format, provided that the European Supervisory Authority (European Securities and Markets Authority) (ESMA), established by Regulation (EU) No. 1095/2010 of the European Parliament and of the Council, has carried out a cost-benefit analysis. However, a Member State may authorise issuers to apply that reporting obligation for financial years beginning on or after 1 January 2021, provided that the Member State notifies the Commission of its intention to authorise that postponement by 19 March 2021 and that that intention is duly justified.".

The Italian State exercised this option by introducing, with Law no. 21 of 26 February 2021, converting Decree-Law no. 183 of 31 December 2020 (so-called Milleproroghe), paragraph 11-sexies into Article 3 of the Milleproroghe according to which The provisions of the Delegated Regulation (EU) 2019/815 of the Commission, of 17 December 2018, apply to the financial reports relating to the years started from 1 January 2021.

Following this legislative intervention, the Italian State notified the European Commission on  2 March 2021, as indicated on the European Commission page at the following link https://ec.europa.eu/info/publications/201211-esef-postponement_en. 

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Consob draws attention to the sustainability reporting obligations in the financial services sector (Warning no. 3/21 of 4 March 2021).

From 10 March next, Regulation (EU) 2019/2088 on disclosure (SFDR) on sustainability in the financial services sector will become applicable, which introduces, for the so-called financial market participants (FMPs) and financial advisors (FAs), information obligations on sustainability at the entity level and with reference to the "financial products" defined by the same SFDR.

The obligations envisaged by the SFDR are differentiated with regard to both the reference object of the information (information referring to the subject/activity - "entity level" - or the financial product - "product level"), and the mode of supply (information on the website, pre-contractual information or periodic information).

The Regulation complements the disclosure obligations already provided for in the current product and service disciplines, while also maintaining the requirements that these disciplines impose on financial market participants and financial advisors to act in the best interest of final investors.

For the rules of the Regulation that require a detailed discipline, on 4 February 2021 the ESAs, i.e. the three supervisory authorities ESMA, EBA and EIOPA, published and transmitted to the European Commission the draft Final Report on Regulatory Technical Standards (RTS) relating to the SFDR. The Final Report covers the thematic areas of reporting on the main adverse impacts on sustainability related to investment decisions/advice; pre-contractual and periodic disclosure on product sustainability characteristics/objectives; product disclosure through the website; pre-contractual and periodic product information models (so-called templates).

On 25 February 2021, the ESAs also published a Supervisory Statement highlighting that operators - in order to comply with the disclosure transparency obligations provided for in Articles 2 bis, 4, 8, 9, and 10 of the SFDR - pending the application of the relevant RTS, (as planned with effect from 1 January 2022, without prejudice to the application of the Regulation from 10 March 2021), may refer to the draft Final Report on the RTSs published on 4 February 2021, although these RTSs may undergo changes in the ongoing adoption process.

The periodic reports sent to Consob pursuant to Resolution no. 17297/2010 shall be supplemented by an explanation of the measures taken and controls carried out to comply with the provisions of the SFDR.

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Consob, in addition to Warning no. 3/21 of 4 March 2021, published a Questions and Answers (Q&A) with the aim of clarifying what are the obligations regarding pre-contractual information on products resulting from the application of Regulation (EU) 2019/2088 on disclosure on sustainability in the financial services sector as of 10 March 2021.

Q&A in particular clarifies that:

- with reference to UCI (Undertakings for Collective Investment in Savings) and IBIP (Insurance-based investment products) that, as of March 10, have open offers, the pre-contractual documentation must be updated in order to include the information required by Articles 6, 7, paragraph 2, 8 and 9 of the SFDR;

- for Italian UCITS (Undertakings for collective investment in transferable securities) and Italian open non-reserved AIFs (Alternative investment funds), the prospectus must be updated in accordance with the provisions of Articles 18 and 27 of the Issuers' Regulations;

- for closed non-reserved AIFs managed by Italian AIFMs the information will be introduced in accordance with the procedures provided for by Article 13-bis, paragraph 5, of the Issuers' Regulation;

- for reserved AIFs managed by Italian AIFMs, it will be necessary to update the offer document referred to in Article 28 of the Issuers' Regulation. The updating of the reserved AIFs offer document for the sole purpose of including the information provided for by the SFDR does not imply the completion of the procedure pursuant to Article 43, paragraph 7, of the Consolidated Law on Finance, for the relevant changes, as it supplements the information assets for subscribers in the light of an overdue regulatory requirement.

The updated version of the prospectus shall be sent to Consob in accordance with the current operating instructions.

With reference to the UCIs and IBIPs whose offer will be launched from 10 March 2021 onwards, the pre-contractual information documentation must be prepared in accordance with the provisions of the SFDR.

Finally, Q &A clarifies that for UCIs and IBIPs with a closed offer it is not necessary to proceed with the aforementioned update, it being understood that the orientation in question may be reconsidered in the light of any clarifications adopted in the competent Community forums.

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Consob supports the recommendations on how to report the information necessary to assess the risks and opportunities related to climate change, published in July 2017 by the Task Force on Climate-related Financial Disclosures (TCFD), established within the Financial Stability Board – FSB.

The initiative is part of the Institute's strategy to promote the achievement of the EU's objectives of increasing investments in jobs characterised by environmental and social sustainability. Consob encourages operators to voluntarily adhere to the TCFD's recommendations and to draft the Non-Financial Statement (NFS) to increase transparency in financial markets on climate-related risks and opportunities.

TCFD's recommendations are referred to in the Guidelines on the disclosure of non-financial information of the European Commission, according to which Consob supervises non-financial declarations pursuant to Article 6 of Consob Regulation implementing Legislative Decree no. 254/2016.

The European Commission's Guidelines that refer to the recommendations of the TCFD were also referred to by ESMA in the European common enforcement priorities (ECEP) for the supervision of financial and non-financial reports of 2020.

Support for TCFD's recommendations is part of Consob's efforts to raise issuers' awareness of making sustainability information reliable and comparable.

"The good quality of the information on climate change contained in the sustainability reporting of companies – observes Anna Genovese, Consob's Commissioner – represents an indispensable condition to direct savings towards the real economy and to protect investors in the context of the regulation of transparency on sustainable finance". 

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The supervisory authorities of the United Kingdom (Financial Conduct Authority - FCA), Hong Kong (Securities and Futures Commission - SFC), Austria (Financial Market Authority - FMA), (Swiss Financial Market Supervisory Authority – FINMA), Romania (Financial Supervisory Authority, Romania - FSA), Armenia (Central Bank of Armenia – CBA), British Columbia (British Columbia Securities Commission – BCSC), Poland (Polish Financial Supervision Authority - KNF), Spain (Comisión Nacional del Mercado de Valores - CNMV), The Netherlands (The Dutch Authority for the Financial Markets, The Netherlands - AFM), Luxembourg (Commission de Surveillance du Secteur Financier - CSSF), Belgium (Financial Services and Markets Authority - FSMA) report the companies and websites offering investment, financial and insurance services without the required authorisations.

Reported by the FCA:

• Lincoln Consulting Group LLC (www.lincolnconsultinggrp.com);
• Dalsari (www.dalsari.com);
• BlueWater International Advisors LLC (www.bluewaterinternationaladvisorsllc.com);
• Uk Savings Plans  (www.uksavingsplans.com);
• Capital Financial Services LLC (www.capitalfinancialserv.com);
• Corporate Finance Solutions Inc. (www.corporatefinancesolutionsinc.com);
• Investment Finder Uk (https://www.investmentfinder-uk.com);
• Triola (https://www.triolagroup.com);
• The Investment Search (http://theinvestmentsearch.com);
• Top Bond Search (www.topbondsearch.com);
• Comparebonds.org (www.comparebonds.org);
• ISA Compare Uk (https://www.isacompareuk.com);
• Uk Better Bonds (https://ukbetterbonds.com);
• InvestSelect (https://investselect.uk);
• Bond Select Uk (https://www.bondselect-uk.com);
• Compare Bond Market (www.comparebondmarket.com);
• The Best Bond Rates (www.bestbondrates.com);
• Uk Interest Rate Comparisons (www.uk-interest-rate-comparisons-uk.com);
• Bond Rates Online (www.bondratesonline.com);
• National ISA Review Centre (www.nationalisareviewcentre.co.uk);
• BondhubUK  (email: info@bondhub.uk);
• Capitalmarketsearch.com (www.capitalmarketsearch.com).

Reported by the SFC:

• 豐收證券期貨(香港)有限公司 (www.fsfutures.cc, Chinese name only).

Reported by the FMA (Austria):

• Solutions Markets / Kiqiwk Holdings Intl Limited (www.solutionsmarkets.co). The company was the subject of Consob resolution no. 21728 of 18 February 2021 and subsequently, the Commission using 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 service providers to block access from Italy to websites offering financial services without due authorisation, blacked out the website www.solutionsmarkets.co (see "Consob Informa" no. 7/2021 of 22 February 2021);
• My Coin Elite ( www.mycoinelite.com).

Reported by FINMA:

• Tezos-Global (https://www.tezos-global.com);
• Zurich Financial Group (www.zurichfinancialgroup.co);
• Trust Capital Investment / Trust Holding Funds Ltd (https://www.trustcapitalinv.com);
• Merkell Group (www.merkellgroup.com). Reported by the FCA (see. "Consob Informa" no. 5/2021 of 8 February 2021) and by the CNMV (see "Consob Informa" no. 3/2021 of 25 January 2021).

Reported by the FSA:

• Gembell Limited (https://pocketoption.com/ro). Previously reported by the CNMV (see "Consob Informa" no. 30/2019 of 9 September 2019). The company was the subject of Consob resolution no. 21245 of 28 January 2020 and subsequently, the Commission using 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 service providers to block access from Italy to websites offering financial services without due authorisation, blacked out the website www. pocketoption.com (see "Consob Informa" no. 4/2020 of 3 February 2020);

Reported by the CBA:

• Unit Asset Fund Private Contract Investment Fund / Delta Business Management LTD (email: info@fbsuk.com).

Reported by the BCSC:

• Axes LLC (https://axes.co). Previously reported by the FMA (New Zealand), (see "Consob Informa" no. 44/2020 of 7 December 2020);
• Kirther Investment & Trading Inc (https://kirtherinvestment.com). Previously reported by the OSC – Ontario, (see "Consob Informa" no. 6/2021 of 15 February 2021);
• Nittrex ( https://nittrex.co);

Reported by the KNF:

• Akcja Złota SA.

Reported by the CNMV:

• Group-Openbk (https://market.openbk-online.com/login), clone of a licensed company;
• Insta-Trading / Protiviti Group Ltd / Protiviti International Eood (https://www.insta-trading.com/);
• Eurofx / Donnybrook Consulting Ltd (https://eurofx.trade).

Reported by the AFM:

• Blackbird Solutions Inc. / Xchangebit (https://xchangebit.io);
• Fin-Toward  (www.fin-toward.com).

Reported by the CSSF:

• DaxKapital (www.daxkapital.com).

Reported by the FSMA:

• Antares (www.antares.trade).

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• First application of Regulation (EU) 2019/2088: Consob's warning regarding sustainability reporting obligations in the financial services sector (Warning no. 3/2021 of 4 March 2021). 

• Consob has warned Unicredit Spa to adapt the composition of the Board of Directors to the gender distribution criterion established by Article 147-ter, paragraph 1-ter, of Legislative Decree no. 58/98 (Consolidated Law on Finance), in the text currently applicable, within a maximum period of four months from the warning. Effective from the next meeting of renewal of the administrative body convened on 15 April 2021, Article 147-ter, paragraph 1-ter, of the Consolidated Law on Finance, as amended by Law no. 160 of 27 December 2019, will therefore apply, in the part that provides that the least represented gender must obtain at least two-fifths of the elected directors (resolution no. 21738 of 3 March 2021).

• Stifel Nicolaus Europe Limited has been authorised, pursuant to Article 28, paragraph 6, of the Consolidated Law on Finance, to carry out the investment services and ancillary services indicated in the annex attached to the authorisation resolution (Resolution no. 21739 of 3 March 2021) under the freedom to provide services in Italy to qualified counterparties and/or professional customers as identified pursuant to Article 6, paragraph 2-quinquies, letter a), and paragraph 2-sexies, letter a) of the same Consolidated Law on Finance. La Stifel Nicolaus Europe Limited is authorised to operate in Italy in compliance with the provisions applicable to investment firms from third countries pursuant to the Consolidated Law on Finance and is subject to the supervisory regime envisaged therein for such operations.

• 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 the said Consolidated Law on Finance, put in place by: 
  • Fscs.Uk Limited through the website https://fscs.uk (resolution no. 21742 of 4 March 2021);
  • NewTraders Holding Ltd through the website www.toltechfx.co (resolution no. 21745 of 4 March 2021);
  • Zurich Invests Ltd and Zh Companies BNK Ltd through the website www.zurichinvests.com (resolution no. 21746 of 4 March 2021);
  • TradeFCX and Fxstarpro through the website https://tradefcx.com (resolution no. 21744 of 4 March 2021);
  • Fxstarpro/Fxstarpro Ltd through the website https://fxstarpro.com (resolution no. 21743 of 4 March 2021).

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• The Head of Consob's Corporate Governance Division with management decision no. 46 of 3 March 2021 updated the lists of the listed societies with Italy as home Member State with a particularly broad-based share ownership, for which the reduction of the initial disclosure percentage thresholds applies, pursuant to Article 120, paragraphs 2-bis and 4-bis, of Legislative Decree no. 58 of 1998 (Consolidated Law on Finance) annexed to the resolutions no. 21326 and no. 21327 of 9 April 2020, as subsequently replaced by the resolutions no. 21352 of 6 May 2020 and no. 21404 of 17 June 2020, as well as by the management decisions no. 34 of 16 July 2020, no. 37 of 7 August 2020, no. 39 of 21 September 2020 and no. 40 of 9 October 2020, and taking into account the resolution no. 21672 of 13 January 2021 with which the Commission extended the provisions of the resolutions of 9 April 2020 until 13 April 2021, unless revoked earlier.

The lists have been updated as follows:

1) inclusion of Abitare In Spa, PharmaNutra Spa and Poligrafica S. Faustino Spa (i) in Section B of List no. 1 annexed to management decision no. 40 of 9 October 2020 concerning companies qualifying as SMEs pursuant to Article 1 w-quarter.1 of the Consolidated Law on Finance, to which, pursuant to Article 120, paragraph 2-bis, of the Consolidated Law on Finance, the additional threshold of 3% for the disclosure of significant shareholdings is applied, as well as (ii) in the list no. 2 attached to management decision no. 39 of 21 September 2020, concerning companies to which, pursuant to art. 120, paragraph 4-bis, of the Consolidated Law on Finance, the additional threshold of 5% applies upon reaching or exceeding which the disclosure obligations of "declarations of intention" arise;

2) removal of OVS Spa from Section A of list no. 1 annexed to the above mentioned management decision no. 40 of 9 October 2020, concerning companies not qualifying as SMEs pursuant to article 1 w-quater.1 of the Consolidated Law on Finance, to which, pursuant to article 120, paragraph 2-bis, of the Consolidated Law on Finance, the additional threshold of 3% for the disclosure of significant investments applies and inclusion of the same OVS in Section B of list no. 1 annexed to the same management decision, concerning companies qualifying as SMEs pursuant to article 1 w-quater.1 of the Consolidated Law on Finance, to which, pursuant to article 120, paragraph 2-bis, of the Consolidated Law on Finance, the additional threshold of 1% for the disclosure of significant shareholdings applies.

3) removal of Techedge Spa (i) from Section B of list no. 1 annexed to management decision no. 40 of 9 October 2020, as well as (ii) from list no. 2 annexed to management decision no. 39 of 21 September 2020;

4) removal of RCS Mediagroup Spa e Sanlorenzo Spa (i) from Section A of list no. 1 annexed to management decision no. 40 of 9 October 2020, as well as (ii) from list no. 2 annexed to management decision no. 39 of 21 September 2020.