Richiamo di attenzione n. 1/23 del 13 gennaio 2023 Vigilanza sul governo societario e sulle operazioni con parti correlate nell’ambito dei prospetti di offerta e ammissione alle negoziazioni

Consob has issued an attention call No. 1/23 reminding issuers and other parties involved in the process of offer and admission to trading prospectuses to pay attention to corporate governance issues, such as related party transactions (RPT) and the independence of the members of the issuer’s governing bodies.
With the aim of optimizing the approval process of prospectuses and simplifying their regulation, as well as making access to capital markets more efficient without affecting investor protection measures, changes have been made to the Issuers‘ Regulation (Regolamento Emittenti) with the adoption of resolution n. 22423 of July 28, 2022.
However, among the documents and information that must be attached to the application for approval of the prospectus for admission to listing pursuant to Annex 1C of the aforementioned Regulation, the draft procedure on related party transactions (OPC Procedure) and information on the relationships relevant for the independence of members of the issuer’s governing bodies are not required as they are not mandatory under Delegated Regulation (EU) 2019/980 on the directly applicable prospectus.
The attention call urges issuers to ensure that their RPT procedures comply with the Regulations containing provisions on related party transactions (Regolamento OPC), and that the independence requirements of the governing body members are met before the start of trading. It also suggests that issuers verify the composition of the governing bodies before admission to avoid potential costs and reputational risks associated with post-admission remedial actions.
The attention call further clarifies that issuers may submit any issues concerning RPTs and the independence of governing body members to Consob for preliminary consultation during the pre-filing process.