Market abuse procedure
The procedures relating to the Market Abuse Regulation aim to protect the transparency and integrity of the financial markets.
The procedures relating to the Market Abuse Regulation (Regulation (EU) No. 596/2014 of the European Parliament and of the Council of the European Union of 16 April 2014 on market abuse – Market Abuse Regulation) aim to protect the transparency and integrity of the financial markets.
On 5 September 2016, the Company’s Board of Directors, in compliance with Regulation (EU) No. 596/2014 and its implementing regulations, approved the Market Abuse Procedure which was subsequently updated in May 2017. The Market Abuse Procedure collected and coordinated, in a single document, the principles and rules intended to prevent market abuse.
On 13 December 2018, at the end of the process of verifying and updating the Market Abuse Procedure and taking into account the main topics of concern to the Company, the Board of Directors decided to break it down into three different procedures respectively dedicated to:
- Public disclosure of inside information.
- Management of the register of persons having access to inside information.
- Compliance with internal dealing obligations.
As a whole, the three procedures aim to:
- Ensure proper handling of price-sensitive information about the company by persons in possession of it;
- Regulate operations on shares and debt instruments issued by the company, as well as on derivatives or other related financial instruments conducted by Relevant Persons, as defined pursuant to the same procedure (“internal dealing”);
- Define the operating procedures and scope of application of the ban imposed upon subjects exercising administrative, control or management functions at the company concerning transactions on shares, debt instruments and derivatives or other related financial instruments during pre-determined periods (“black-out period”).
Procedure for the public disclosure of inside information
The Procedure for the public disclosure of inside information governs the management and processing of Inside Information and Confidential Information, as well as the procedures to be followed for their disclosure both inside and outside of the corporate context, in order to ensure compliance with the utmost privacy and confidentiality of the same, to guarantee greater transparency towards the market and adequate preventive measures against market abuse.
A separate Procedure also governs the establishment, keeping and updating of the Register of persons having access to inside information.
Procedure for the fulfilment of Internal Dealing obligations
The Procedure for the fulfilment of Internal Dealing obligations governs the disclosure on operations on the company’s financial instruments conducted by Relevant Persons as defined in the same Procedure.
In particular, it sets out the following:
- The criteria for identifying Relevant Persons and “relevant transactions” (above a certain threshold), to which regulations in question apply.
- The disclosure obligations of “relevant parties”, “relevant shareholders”, “persons closely associated” with “relevant parties” and “relevant shareholders” and of the company towards Consob and the public in relation to “relevant transactions”.
- The regulations on the prohibition of carrying out “relevant transactions” in certain periods (“black-out periods”).
The three Procedures also apply to the other group companies, as part of the direction and coordination activities carried out by Italgas.