Pursuant to Application Criterion 1.C.1, letter j of the Corporate Governance Code, the ‘Regulations for Internal Management and External Disclosure of Corporate Documents and Information’ has been in force since its approval by the Board of Directors on 11 April 2007. The C.E.O. is responsible for correct corporate information ensuring, via compliance with the above ‘Regulations’, provision of correct information to the market, with special reference to privileged information.
With resolution of 19 January 2012, the Board of Directors appointed the Head of Communications, Ms. Mara Di Giorgio, as Investor Relations Manager. The staff of the Investor Relations Department reports to the C.E.O.. The ‘Regulation for Internal Management and External Disclosure of Corporate Documents and Information’ is currently, for this reason among others, being reviewed. The process underway for updating these internal Regulations aims to acknowledge and adopt changes within the Bank that occurred after these Regulations were disseminated and to integrate the contents of these Regulations with any policies and practices not yet formally officialised.
Within the legal and regulatory environment of Banca IFIS S.p.A., the Regulations govern internal management and external disclosure of documents and information concerning the Issuer and its subsidiaries, with special reference to information of a privileged nature, establishing:
- The approach for management, processing and circulation of ‘confidential information’;
- The approach for identification, management and circulation of ‘privileged’ information’ and the issue of related press releases;
- The approach for management of external disclosure of other documents and information concerning the Bank.
The Regulations are designed first of all to avoid selective, untimely, incomplete or inappropriate disclosure of confidential information.
They also govern the processing and management of information and documents that, albeit not relevant pursuant to stock market regulations, are confidential in nature and which it is therefore advisable to protect, in the corporate interest, from indiscriminate access and circulation.
The Regulations therefore establish that the Directors, Statutory Auditors and employees of the Bank who, for reasons of office, come into legitimate possession of confidential information concerning the Bank and/or the Banca IFIS Group, are required to:
Keep it confidential, strictly protecting it from access by parties who do not have the role, duty and/or need to be informed of this information;
Transmit such information only to parties legitimately able to come into possession of the same.
Besides observing the above requirements, Directors, Statutory Auditors and employees of the Bank who come into possession of confidential information not relating to their office or to the position held in the Bank, strip themselves of such possession, sending the confidential information to its ‘natural’ addressee, if identified, or to the C.E.O. in other cases, removing such information from any support on which they are present and ensuring that this deletion is definitive and irreversible.
In order to drive the procedure for the disclosure of information, the Bank has identified the moment when information occurs and acquires the status of ‘precise’ and ‘price-sensitive’.
If information stems from a unilateral decision by the Bank such as – solely by way of example – entry into or exit from a business or an extraordinary finance transaction, the moment of occurrence is the moment when the related decision is taken by the relevant body.
If instead it stems from mere confirmation of objective facts and circumstances such as, for example, resignation of a Member of the management team or from performance of a precise procedure such as, for example, preparation of an accounting document, occurrence respectively coincides with the moment the resignation is received by the corporate organization or when the above-mentioned procedure has been completed.
In the presence of unmistakable signs of the fact that, notwithstanding the use of appropriate procedures to preserve the confidentiality of privileged information concerning the events in question, confidentiality obligations have not been observed by parties having access to the privileged information, the Bank is required to issue a press release simultaneously in the case of wilful disclosure and without delay in the case of unintentional disclosure.
If, when markets are closed or in the pre-opening phase, news is generated in the public domain concerning the Bank’s economic and financial position or extraordinary finance transactions (circulated by national news media or by specialized, credible internet sites), not disclosed according to the procedures established by Article 66 of the Issuers’ Regulation and capable of tangibly affecting the stocks’ price, the C.E.O. evaluates the possibility of informing the public as soon as possible as regards the truthfulness of the news, supplementing or rectifying its contents where necessary. Changes in the Bank’s share price are considered significant when they deviate significantly from the previous day’s closing price and are not in line with the market or sector trend.
In such cases, a correct and timely press release is issued to the public, in the ways and terms indicated in this procedure.
Characteristics of information disclosed to the public
In drafting press releases and in its conduct in disclosing them, the Bank observes criteria of fairness, clarity, equality of access to information and timeliness.
In pursuing the objective of providing exhaustive corporate information that is not misleading, the Bank pays the utmost attention to the legitimate requests for data and news coming from the market, pre-empting them when possible.
Clarity relates to the form of the press release and requires that the latter be complete, intelligible and suited to the various recipients.
To achieve this, the Bank endeavours to communicate all items able to assure representation of the economic, financial and equity repercussions of the event disclosed, also circulating to the public any significant modification that occurs subsequently.