Governance

Market abuse and Internal dealing

Article 9 of Law No. 62 of April 18, 2005 (2004 Community Law) prescribes acknowledgement of the European regulations on market abuse (2003/6/EC), governing cases involving the abuse of inside information and market manipulation, and making regulatory amendments to the Testo Unico della Finanza (Consolidation Act on Finance). By resolution No. 15232 of November 29, 2005, Consob amended and supplemented the Issuers' Regulations (No. 11971/1999), in accordance with the Community Law, thus completing the acknowledgement by our legal system of the community directive on market abuse.

The main aim of the new 2003/6/EC Directive on market abuse is to increase the level of transparency of financial markets, in particular, by laying down behavioural and organisational obligations for those who access relevant information. On the basis of such indications, on March 21, 2006, the Board of Directors of Seat Pagine Gialle S.p.A. approved the following documents:
  • the "Internal code of conduct for the handling of inside information", with the aim to summarize the "general" principles adopted by the Company on the handling of inside information, defining and identifying the "parties involved", the rules of conduct, disclosure obligations and sanctions. The Code, with the documents below attached thereto, represents the corpus of the Company, governing market abuse
  • the "Procedure for the institution, updating and keeping of the Register of parties who have access to Inside Information", for the purpose of guaranteeing compliance with the obligations prescribed on the procedures for the institution, keeping and updating of the "Register" of persons who, because of their working or professional activity or functions held, have regular or occasional access to "inside information" (pursuant to Article 115-bis of the T.U.F.). The Procedure (reflecting the policies put in place by the Company on handling of inside information referred to in the abovementioned "Code") identifies the Function responsible for the keeping and updating of the Register, the Register's content, the parties to register, notice and disclosure obligations, updating and keeping procedures. The Register was instituted as from April 1, 2006.
  • the "Internal Dealing Procedure": for the description of the Procedure and transactions conducted by the Relevant Parties see the specific section Internal dealing.

Furthermore, the Board of Directors has updated the previously effective Procedure on the "market disclosure of price sensitive information", in order to (i) acknowledge the new definition of "inside information" under Article 181 of the T.U.F., (ii) envisage cases regarding "delayed disclosure" and (iii) establish rules of conduct on management of such information (thus, referring to the principles of the abovementioned "Code"). By means of this operating procedure (named "Procedure of Seat Pagine Gialle S.p.A. for the management and market disclosure of inside information"), the Company endeavours to assure equality of treatment for the public in general - and for all shareholder categories in particular - whilst observing applicable regulations. The procedure identifies the functions and departments involved, also regulating the procedure to be followed in the eventuality or rumours or of requests for information by surveillance and market management bodies. The procedure also specifically governs the activities to be performed when the Company meets with the financial community and with the press.

Last Update: Mon 30 Jun 2008 | 05:47 PM