Insider dealing and Confidential Information
The corporate organs, management and staff of TI Media and all the Group companies are committed to transparency towards the markets in general and holders of the financial instruments issued by the Group in particular, and take special care to ensure that any and all information provided is correct, clear and complete.
Confidential Information is managed by a Board Member specifically appointed for the purpose (currently, the Chairman of the Board), in keeping with in-house management procedures and rules for the disclosure of documents and information regarding the Company, with special reference to price-sensitive information. Price sensitive information is divulged to the markets in accordance with the rules contained in the Procedure for the disclosure of price-sensitive information, the latest version of which was approved by the Board of Directors in September 2004, as pointed out above.
A specific, recently updatedd procedure, regulates the disclosure of price-sensitive information to the markets . The procedure indicates the Company Departments and Structures involved in the process of preparing and circulating price-sensitive information, identifying for each phase the connected parties and responsibilities. It draws a distinction between the events that occur in the Company's activities and those that occur in the sphere of activities of subsidiaries. Moreover, it specifically governs some of the most frequent events (meetings with the financial community, interviews with the press, etc.) that occur in the life of the Company and that can represent an occasion to circulate price-sensitive information to the market. The procedure also envisages the type of behavior to follow in the event of rumors or requests for information by parties responsible for supervising and managing the market.
The Telecom Italia Media's Code of Conduct in respect of Insider Dealing that governs the disclosure obligations and rules of conduct applicable to trading in financial instruments carried out by significant persons and the related notices to be issued to be market, entered into force on January 1, 2003.
As already illustrated in the 2003 Report, the high points of the document are as follows:
- flexibility in identifying the list of people subject to the disclosure obligation, so that contingent situations involving access to confidential information can be taken into consideration;
- extension of the notification obligation to cover transactions involving listed financial instruments issued by parent companies (as well as subsidiaries);
- a ceiling of euro 35,000 on transactions to be reported to the market on a quarterly basis, or a ceiling of euro 80,000 in the case of reporting immediately upon completion of the transaction;
- extension of the obligation for transparency to include the exercise of stock options or option rights, as well as to all transactions involving financial instruments issued by companies in the Olivetti-Telecom Italia Group, also when conducted as part of management relations on individual basis of investment portfolios in which the customer waives the right to give instructions;
- inclusion of “blackout periods”, i.e. established timeframes in which the persons subject to the provisions of the Code cannot perform transactions.
The Code of Conduct also envisages a particularly strict set of penalties that includes the possible proposal to the Shareholders' Meeting to revoke the appointment of Directors and Statutory Auditors.