The MSG Market Abuse is a necessary instrument to continually improve the definition of the process and resulting methods of implementation, in order to apply the recent legislative and regulatory provisions on market abuse, and, particularly, the obligations under EU Regulation no. 596/2014 (Market Abuse Regulation - MAR) and related implementation measures. Specifically the MSG Market Abuse regulates the measures and procedures relating to both the internal management and external disclosure of Inside Information and Significant Information regarding the Company and its subsidiaries.
The MSG Market Abuse provides detailed operational instructions that will help Saipem to ensure, within its organisation and in its relations with third parties, that its conduct complies with European regulations, with due regard to specific features of the national institutional and operational framework.
The MSG Market Abuse, approved by the Board of Directors of Saipem S.p.A. on July 17, 2018, establishes the principles and rules that Saipem S.p.A. and the companies that it controls, directly and indirectly, in Italy and abroad, must adhere to for the management within Saipem and external communication of company documents and information regarding Saipem, with particular reference to Inside Information. To this end, the MSG Market Abuse also regulates the establishment, keeping and updating of Lists of persons with access to Inside Information and Significant Information; the identification of relevant persons and the means of notifying transactions executed, including through third parties, on shares issued by Saipem S.p.A. or on other financial instruments linked to these shares (“Internal Dealing”).
The MSG Market Abuse, first issued on May 9, 2013, has been updated to incorporate the amendments made to the rules on Market Abuse by (EU) Regulation No. 596/2014 and its related implementation measures issued at the time of this update.
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. These were subsequently formalized with the issue of the MSG Market Abuse.
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.
Under MAR Regulations, the MSG Market Abuse indicates as “Significant Persons” the following: a) Members of the Company’s Board of Directors, Board of Statutory Auditors and Compliance Committee; b) Persons with management responsibilities and managers with regular access to Inside Information and who have the power to make management decisions that can affect the development and future prospects of the Saipem Group, as identified from time to time by the Board of Directors and therefore, until otherwise agreed by the Board of Directors, managers required to take part in the Advisory Committee and, in any case, the Officer responsible for Financial Reporting, Division Managers and Direct Reports of the CEO or the Chairman or the Board of Directors; c) Anyone who, directly or indirectly, has a holding, calculated pursuant to Art. 118 of the Issuer Regulation, of at least ten per cent (10%) of the Company’s share capital, represented by shares with voting rights, and any other person that controls the Company (“Significant Shareholders”).