GovernanceCorporate documentation

Market abuse & Internal dealing

Procedures

Article 9 of Law No. 62 of April 18, 2005 (2004 Community Law) providedfor the transposition of the European regulations on market abuses (2003/6/EC Directive), governing cases involving the abuse of inside information and market manipulation and making regulatory amendments to the Testo Unico della Finanza (Consolidated Law on Finance).

The main aim of the 2003/6/EC Directive on market abuse was to increase the level of transparency of financial markets, in particular by laying down behavioral and organizational obligations for those who have access to relevant information. On the basis of such indications, on March 21, 2006, the Board of Directors of SEAT Pagine Gialle S.p.A. – today Italiaonline S.p.A. – (the “Company”) approved a set of documents to comply with the legislation requirements that included:

  • the “Internal code of conduct for the handling of inside information
  • the “Procedure for the institution, updating and keeping of the Register of parties who have access to Inside Information”;
  • the s.c. “Internal Dealing Procedure”.

Since 2006, therefore, the Company implemented the necessary steps to comply with the directive.

The Company continuatively proceeded over time to monitor the development of the regulatory framework that, on July 3, 2016 (although the European path started in 2014) has been touched by a new reform season. On July 3, 2016 entered into effect, throughout the European Union, including Italy, the new provisions of Regulation (EU) No. 596/2014 (“Market Abuse Regulation” or “MAR”) laying down the new rules on market abuse and of Directive 2014/57/EU which provided for the criteria for the determination at national level of criminal sanctions in case of market abuses (“Market Abuse Directive II” or “MAD II”).

The MAR repealed Directive 2003/6/EC on abuse of inside information and market manipulation, establishing a common regulatory framework directly applicable, in order to ensure the integrity of EU financial market as well as to increase the investors’ protection and the trust towards the markets.

As in 2006, the Company has produced its best efforts to comply with the new rules: the Board of Directors of the Company, therefore, on July 6, 2016 acknowledged the new rules on market abuse, in the light of the MAR and MAD II, approving several amendments to the abovementioned procedures and replacing them with the following:

  • Internal Guidelines for the treatment of inside information”;
  • Internal Dealing Procedure”.

In particular, the Guidelines lay down the main rules:

  • to define the monitoring process and the internal circulation of inside information;
  • to define the process for the communication of inside information to market and public, in accordance with the applicable provisions of law;
  • to establish and keep the register of persons having access to inside information.

Templates for Internal Dealing notification

Available templates for notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.

Template for Internal Dealing notification – Antonio Converti

Template for Internal Dealing notification – Andrea Fascetti

Template for Internal Dealing notification – Mauro Gaia

Template for Internal Dealing notification – Andrea Servo

Template for Internal Dealing notification – Giuseppe Pezzulli

Template for Internal Dealing notification – Maurizio Mongardi

Template for Internal Dealing notification – Gabriella Fabotti

Template for Internal Dealing notification – Gabriella Fabotti

Template for Internal Dealing notification – Maurizio Mongardi