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, 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”.
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) come into force on July 3, 2016, the Company aligned its Internal Dealing Regulations to comply with the new provisions.