Legal Framework


Resolution no. 21639

Amendments to the regulation implementing Legislative Decree no. 58 of 24 February 1998, on regulating issuers with regard to ways to access Key Information Documents ("KIDs") for Packaged Retail and Insurance-based Investment Products ("PRIIPs")

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 7 June 1974, as amended;

HAVING REGARD TO Legislative Decree no. 58 of 24 February 1998, as amended, which issued the Consolidated Law on Financial Intermediation, pursuant to Articles 8 and 21 of Law no. 52 of 6 February 1996 (hereinafter also referred to as the “Consolidated Law on Finance”);

HAVING REGARD to Legislative Decree no. 165 of 25 November 2019, containing “Supplementary and corrective provisions to Legislative Decree no. 129 of 3 August 2017 implementing Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014, on markets in financial instruments and adapting national legislation to the provisions of Regulation (EU) no. 600/2014 on markets in financial instruments” and, in particular, Article 1, sections 1, 2 and 3, Article 5, sections 5 and 6 and Article 8, section 1;

HAVING REGARD, in particular, to Article 4-sexies, section 5 of the Consolidated Law on Finance, as amended by Article 1, section 1, letter e) of Legislative Decree no. 165 of 25 November 2019, which delegated Consob to adopt with its own regulations, after consulting IVASS, “the implementing provisions of section 2, also identifying, for supervisory purposes, methods of access to key information documents before PRIIPs are marketed in Italy, taking into account the need to reduce the burden for supervised entities, in accordance with delegated acts and regulatory technical standards adopted by the European Commission pursuant to Regulation (EU) no. 1286/2014”;

HAVING REGARD, in particular, to Article 8, section 1, of Legislative Decree no. 165 of 25 November 2019, according to which “Articles 4-sexies, 4-septies, 4-decies, 193-quinquies and 194-septies of Legislative Decree no. 58 of 24 February 1998, in force on the day before the date of entry into force of this Legislative Decree, shall continue to apply until the date of entry into force of the regulatory measures issued by Consob in accordance with the provisions of Article 4-sexies, section 5, for the purpose of exercising the supervisory powers conferred by section 2 of the same article. Consob, without prejudice to the application of Article 193-quinquies of Legislative Decree no. 58 of 24 February 1998, shall adopt the aforementioned regulatory measures, pursuant to Article 1, section 1, letter e) and Article 5, section 6 of this Decree, in accordance with principles of proportionality and simplification, also establishing electronic methods of acquiring the necessary documentation to perform its supervisory functions, within one hundred and eighty days of the date of entry into force of this Decree. In order to guarantee the exercising of the aforementioned supervisory functions, the current provisions issued by Consob pursuant to Article 4-sexies, section 5 shall continue to apply in the aforementioned period of one hundred and eighty days”;

HAVING REGARD to Decree-Law no. 34 of 19 May 2020, laying down “Urgent measures concerning health, support for employment and the economy, as well as social policies related to the COVID-19 epidemiological emergency”, and, in particular, section 2-bis of Article 33, added by conversion law no. 77 of 17 July 2020, pursuant to which “As part of the measures referred to in this article aimed at simplifying the obligations concerning financial and insurance contracts and in consideration of the state of emergency throughout the national territory relating to the health risk connected to the onset of diseases deriving from transmissible viral agents, declared with resolution of the Council of Ministers of 31 January 2020, published in the Italian Official Gazette no. 26 of 1 February 2020, articles 4-sexies; 4-septies, 4-decies, 193-quinquies and 194-septies of the consolidated law on the provisions on financial intermediation, referred to in Legislative Decree no. 58 of 24 February 1998, in the wording in force on the day before the date of entry into force of Legislative Decree no. 165 of 25 November 2019, and regulatory provisions issued by the National Commission for Companies and the Stock Exchange pursuant to the aforementioned Article 4-sexies, section 5, shall continue to apply until 31 December 2020”;

HAVING REGARD to Regulation (EU) no. 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products;

HAVING REGARD to Delegated Regulation (EU) 2017/653 of the Commission, of 8 March 2017, supplementing Regulation (EU) no. 1286/2014 of the European Parliament and of the Council on key information documents for packaged retail and insurance-based investment products laying down regulatory technical standards with regard to the presentation, content, review and revision of key information documents and the conditions for fulfilling the requirement to provide such documents;

HAVING REGARD TO resolution no. 11971 of May 14 1999, as amended, which adopted the regulations governing issuers in implementation of Legislative Decree no. 58 of February 24 1998 (hereinafter also referred to as the “Issuers' Regulation”);

HAVING REGARD to the “Operating Instructions for notifying KIDs for PRIIPs” published on 27 December 2017 based on the system of prior notification to Consob of the key information documents (hereinafter also “KIDs”) for packaged retail and insurance-based investment products (hereinafter also “PRIIPs”) provided for in the Consolidated Law on Finance before Legislative Decree no. 165/2019 and referred to in Article 34-bis.2 of the Issuers' Regulation;

HAVING REGARD TO resolution no. 19654 of 5 July 2016, adopting the regulation on the procedures for the adoption of acts of general regulation, pursuant to Article 23 of Law no. 262 of 28 December 2005, laying down provisions for the protection of savings and the regulation of financial markets;

CONSIDERING it necessary to amend Chapter IV-bis of Title I of Part II of the Issuers' Regulation in order to bring the provisions contained therein in line with the new regulatory framework outlined in the Consolidated Law on Finance following the amendments made by Legislative Decree no. 165 of 25 November 2019, with particular reference to the repeal of the obligation to notify Consob in advance of the key information document for packaged retail and insurance-based investment products;

CONSIDERING it, therefore, necessary to impose a new regulation concerning the methods of access by Consob to KIDs for PRIIPs before they are marketed in Italy that takes into account the need “to limit the burden for supervised entities” envisaged under article 4-sexies, section 5, of the Consolidated Law on Finance, as amended by the aforementioned Legislative Decree no. 165/2019 and that it be imposed “also providing electronic methods of acquiring the necessary documentation for performance” by Consob of its supervisory functions, in accordance with the provisions of Article 8, section 1, of Legislative Decree no. 165/2019;

HAVING CONSIDERED the comments received in response to the Consultation Paper on the proposed amendments to the Issuers' Regulation, published on 30 July 2020, as represented in the explanatory report that forms an integral part of this measure;

HAVING CONSULTED IVASS, pursuant to Article 4-sexies, section 5 of the Consolidated Law on Finance;

RESOLVES:

Article 1
(Amendments to the regulation implementing Legislative Decree no. 58 of 24 February 1998 on the regulation of issuers, adopted by Resolution no. 11971 of 14 May 1999, as amended)

1. In Part II, Title I, of the Issuers' Regulation, Chapter IV-bis is amended as follows:

A. in article 34-bis.1, section 1, letter b), the words "4-decies of the Consolidated Law" are replaced by the words "5 of Regulation (EU) no. 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products";

B. in article 34-bis.2, the following amendments are made:

a) the heading is replaced by the following: "Access to KIDs by Consob”;

b) sections 1, 2 and 3 are replaced by the following sections:

“1. The manufacturers of PRIIPs make the KIDs relating to the products they have designed, which are marketed in Italy to retail investors, electronically accessible to Consob according to the methods specified by Consob with specific operating instructions.

2. The obligation referred to in section 1 shall be fulfilled before the start of marketing of the products.

3. The obligation to make the key information documents for PRIIPs marketed in Italy electronically accessible to Consob also applies to revised versions of the KIDs pursuant to Article 16 of Delegated Regulation (EU) 2017/653.”;

c) paragraphs 4 and 5 are deleted.

Article 2
(Transitional and final provisions)

1. This resolution is published on the Consob website and in the Italian Official Gazette. It shall enter into force on 1 January 2021[1].

2. Without prejudice to the provisions of section 1, until 31 December 2021, the manufacturers of PRIIPs may notify the KIDs and the revised versions thereof pursuant to Article 16 of Delegated Regulation (EU) 2017/653, as governed by Article 34-bis.2 of the Issuers' Regulation in the text in force before this resolution, thus not proceeding to fulfil the obligations referred to in Article 34-bis.2 of the Issuers' Regulation, as amended by this resolution.

3. This resolution applies to PRIIPs manufacturers for the marketing in Italy of products launched from 1 January 2021 and to PRIIPs manufacturers who, from that very date, publish revised versions of the KIDs on their website pursuant to Article 16 of Delegated Regulation (EU) 2017/653.

15 December 2020

THE CHAIRMAN
Paolo Savona


[1] Currently being published in the Italian Official Gazette.