DECRETO 4 ottobre 2022, n. 209 : Regolamento recante l’attuazione dell’articolo 111-bis del decreto legislativo 1° settembre 1993, n. 385, come modificato dalla legge 11 dicembre 2016, n. 232, sulla disciplina degli operatori bancari di finanza etica e sostenibile. (23G00011)

Published in the Gazetta Ufficiale No. 17 on 21 January 2023, the Decree No. 209 of 4 October 2022, of the Ministry of Economy and Finance outlines the Regulations on the implementation of Article 111-bis of Legislative Decree No. 385 of Sept. 1, 1993 (Consolidated Banking Law – TUB), as amended by Law No. 232 of Dec. 11, 2016, on the regulation of ethical and sustainable finance bank operators.
The Regulations specify, in particular, that:
– requirements for banking operators to qualify as ethical and sustainable finance banking operators, in order to take advantage of the facility provided by Article 111-bis of the TUB.
– procedure for the application and recognition of the tax benefit for ethical and sustainable bank operators.
Ethical and sustainable finance bank operators are those banks that operate according to the principles laid down in paragraph 1 of Article 111-bis of the TUB, complying with the following implementation requirements:
– approval of financing for legal entities only after positive verification of the social and environmental impact of the financing and the compliance of the financed entities with internationally recognized and established ethical evaluation standards.
When granting loans to legal entities, they are considered not to comply with internationally recognized ethical assessment standards
– if they are indirectly engaged in the production or exchange of goods or services whose normal use violates human rights; if they use only energy from non-renewable sources in their activities;
– if they are responsible for serious and systematic violations of human rights, for serious violations of the rights of individuals in situations of war or conflict, or for serious environmental damage;
– if their directors, auditors or legal representatives have been held finally liable for the above violations or damage;
+ publish the data on the financing of legal entities and the criteria for their approval;
– disburse at least 20 percent of funding to entities registered in the Unified National Register for the Third Sector and Social Enterprises (Registro unico nazionale del terzo settore e alle imprese sociali);
+ not distribute profits and operating surpluses and retained earnings, even indirectly, to equity holders, holders of equity financing instruments as defined in Article 2346, sixth paragraph, of the Civil Code, and to staff; profits shall be reinvested in the Bank’s own activities;
– implement a governance system and organizational model that meets the following requirements:
– number of shareholders not less than 200;
– prohibition of the exercise of voting rights for more than 10% of the voting share capital. For this purpose, votes associated with shares held directly and indirectly, through subsidiaries, trust companies or through intermediaries, as well as votes that for any reason can be attributed to a person other than the holder of the shares, are significant;
– establish appropriate procedures to promote the participation of shareholders in the shareholders‘ meeting, including the possibility of expressing votes by letter or through other remote voting methods;
– arrange consultations to involve shareholders or other lenders in the Bank’s guidelines for ethical and sustainable financial policies
+ adopt appropriate remuneration policies to ensure that the ratio of the bank’s highest to average remuneration does not exceed 5.
Tax benefit
A 75 percent of the annual earnings of ethical and sustainable finance banking operators shall not contribute to the formation of taxable income for income tax purposes if it is allocated to the legal reserve or to a special non-distributable reserve when approving the financial statements for the year in which such profits were earned, in compliance with the annual expenditure limit laid down in Article 111-bis (3) of the TUB.