As part of the amendments to the provisions of the Issuers’ Regulation on the prospectus adopted by Resolution no. 22423 of 28 July 2022, with the aim of optimising the approval procedures for prospectuses and simplifying their regulations, as well as making access to capital markets more efficient for companies, without affecting the investor protection safeguards, the documents and information that must be attached to the prospectus for admission to listing do not include the draft procedure on related party transactions (“OPC Procedure”) and information on the relevant relationships for the independence of the members of the issuer’s corporate bodies, as they are not required by Delegated Regulation (EU) 2019/980 on the directly applicable prospectus.
Consob invites issuers and other parties involved in the listing process to pay attention so that the aspects of corporate governance, such as the OPC procedure and the independence requirements for the members of the corporate bodies that will take up position on the date of commencement of negotiations, are in line with the rules governing listed companies. In particular:
  • with reference to the procedures adopted on related party transactions, attention is drawn to the importance of verifying, before listing, the compliance of these procedures with the provisions of Consob Regulation No. 17221 of 12 March 2010 as well as the consistency of the optional choices made by the issuer, which the OPC Regulation remits to statutory autonomy;
  • with specific reference to the requirements of independence of the members of the board of directors and internal control bodies, attention is drawn to the need to verify the compliance of the composition of the corporate bodies with the regulations of the listed companies with particular regard to these requirements; the finding of criticality after the listing could in fact entail, with regard to the members of the supervisory bodies, an obligation for Consob to declare their forfeiture, in the event of inaction on the part of the board of directors and, with regard to the members of the board of directors, the need to request information supplements on the assessments carried out by the company and the involvement of the supervisory body on the correctness of these assessments.
Consob therefore draws the attention of issuers in matters of corporate governance, the attention of the issuers is therefore drawn to the fact that such checks are carried out before the listing; this in order to avoid any costs deriving, for example, from the need, in the event of an established lack of the requirement of independence for a member of the corporate bodies, to convene, after the listing, a meeting aimed at integrating the corporate body, and the reputational costs deriving, for example, from the adoption, after the admission to listing, of forfeiture measures by Consob of members of the control body declared independent in the listing prospectus.
Consob reminds issuers, in any case, of the possibility of submitting to the same Commission any issues concerning the above-mentioned profiles, highlighting the Authority’s full availability to provide clarifications in this regard.
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