The Management System Guideline (“MSG”) “Market Abuse” sets forth the principles and the rules whereby Saipem SpA and its direct or indirect subsidiaries, in Italy or abroad should undertake the internal management and disclosure to third parties of company documents and information concerning Saipem, with particular reference to Inside Information. To this end, this MSG also governs the creating, maintaining and updating of the Register of persons having access to the aforesaid information, as well as the identification of the relevant persons and disclosures relating to the transactions undertaken by them, including those handled by proxies, involving the shares issued by Saipem SpA or by listed Subsidiaries or other financial instruments linked to these shares (“Internal Dealing”).
Specifically, the new procedure:
• reinforces the principles of conduct for ensuring the confidentiality of business information in general, as required by the Corporate Governance Code;
• reinforces the internal management of inside information, establishing assessment procedures, and the specific rules of conduct for those who have access to inside information;
• it reviewed the discipline governing the creation, updating and maintenance of the Register of persons with access to inside information of Saipem S.p.A., also in relation to subsidiaries;
• reinforces the discipline governing public disclosure of inside information, defining which inside information is subject to disclosure and, in particular, the process for issuing press releases;
• streamlines and clarifies the rules on internal dealing, maintaining the fundamental principles of the previous discipline, including the institution of blocking periods for transactions involving Saipem shares and financial instruments linked to such shares carried out by relevant parties.
Identification of relevant parties for Internal Dealing purposes
At their meeting of October 28, 2013, the Board of Directors, subject to the favourable opinion of the Audit and Risk Committee, had identified as relevant parties for the purposes of internal dealing disclosure pursuant to the Market Abuse procedure, “the managers required to sit on the Executive Committee and, in any case, the persons who directly report to the CEO”.
At their meeting of June 27, 2017, the Board of Directors, subject to the favourable opinion of the Audit and Risk Committee, approved an update, of a formal nature, identifying as relevant parties for the purposes of internal dealing disclosure, in addition to the members of the Board of Directors and the Board of Statutory Auditors, the members of the Advisory Committee and, in any case, the senior managers who directly report to the CEO and the Board of Directors (Internal Audit function).
From July 3, 2016 the new European rules on market abuse are directly applicable in the European Member States, whose provisions shall replace and complement the aforementioned procedure for aspects not compatible. The Board of Directors, at their meeting of June 27, 2016, took note of the new European rules on market abuse and approved the measures launched by the management to raise awareness and ensure they are known and adhered to. Specifically, as EU Regulation no. 596/2014 (Market Abuse Regulation – MAR) came into force on July 3, 2016, the Company aligned its Internal Dealing Regulations to comply with the new provisions.
The new discipline, governed by European regulations, was notified to the relevant persons identifying: (i) relevant parties and persons closely associated with them; (ii) transactions subject to disclosure involving shares or debt instruments issued by Saipem or other financial instruments linked to them; (iii) obligations to disclose to CONSOB (Italy’s Market regulator) and the market those transactions carried out, directly or through a third party, by relevant parties or persons closely associated with them; (iv) mandatory conduct of relevant parties (other than Saipem shareholders) and persons closely associated with them, regulating methods and terms of communication to Saipem of transactions they carried out, as well as terms of disclosure to the market of notifications to be made directly, or through the Saipem Secretary’s Office. The latter will also ensure publication of these notifications on the Company’s website, under the “internal dealing” section.
The new “blackout period” discipline was also issued, regulating the specific periods during which relevant parties are prohibited from carrying out transactions (thirty days prior to the market disclosure of a financial document), whose calendar is constantly updated and notified to relevant parties.