Fincantieri’s Board of Directors since 2014 has adopted the "Procedure for the management and disclosure to the market of corporate information” and the "Internal Dealing Procedure". In the same year the Company also adopted the "Insiders List Procedure".
The above procedures were subsequently updated to incorporate the innovations introduced by Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 (Market Abuse Regulationor MAR) and its implementing regulations, as well as by national laws, also taking into account the guidelines issued on the subject by the European Securities and Market Authority (ESMA) and by Consob and the recommendations of the Corporate Governance Code.
The "Procedure for the management and disclosure to the market of corporate information" defines the methods and terms of internal management and external communication by Fincantieri of corporate information relating to the Company itself and its subsidiaries, taking into account, in particular: (i) the obligation to disclose inside information to the market; (ii) the obligation to re-establish parity of information in the event of the early disclosure of inside information to third parties not subject to legal, regulatory, statutory or contractual confidentiality obligations and (iii) the need to ensure the prudent, efficient and confidential management of all corporate information, including information other than inside information.
From a general standpoint, the internal management of inside or relevant information (i.e., information that may subsequently become inside information) is under the Chief Executive Officer’s responsibility.
To ensure the confidentiality of such information, all members of the corporate bodies, as well as Managers and employees are, in any case, bound by a general confidentiality obligation and they are forbidden from disclosing outside the company information and documentation that is obtained during the performance of their duties. In particular, all the aforementioned persons are required to: (i) maintain the utmost confidentiality for information acquired performing their work and, in particular, on classified and inside information; (ii) diligently preserve and file classified documentation acquired performing their duties, to ensure that it is only accessible by authorised persons; (iii) adopt all necessary precautions so that the internal circulation of information occurs without jeopardising its privileged or confidential nature and in compliance, inter alia, with the regulations on the protection of personal data and (iv) ensure that all communication of information occurs in accordance with the procedure and, in any case, in conformity with the principles of fairness, transparency, truthfulness and protection of its integrity.
The public disclosure of inside information directly involving the Company and its subsidiaries shall occur promptly and in accordance with the following principles: clarity, symmetry of information, consistency and promptness.
To complete the framework provided by the above procedure, the Company also adopted a procedure for keeping and updating the "Insiders List".
The “Internal Dealing Procedure” is aimed at clarifying the disclosure requirements to Consob and to the public related to transactions involving financial instruments issued by the Company or its subsidiaries and carried out by “relevant entities”.
The procedure provides for the obligation to disclose the transactions carried out by the “relevant persons” (relevant entities and their closely associated persons), in any way, in or outside the market, of purchase, sale, subscription or exchange (the “Transactions”) involving the Company’s or its subsidiaries shares or financial instruments linked to the mentioned shares, exceeding the total amount of EUR 20,000 in each year.
The procedure also provides for the mandatory abstention of the “relevant persons” from carrying out transactions during the thirty days preceding the meetings in which the Board of Directors examines the annual financial statements or interim financial reports that the Company must publish in accordance with the applicable legislation. The dates of these meetings are reported in the financial calendar published on the website of the Company.
This prohibition does not apply to the purchase of shares made in the exercise of rights granted under stock option and stock grant plans, subject to the obligation not to proceed with their sale during the periods indicated.