ITALY: CONSOB Transposition of UCITS V Directive

Tuesday May 2 2017

As a result of two consultations with the market last July, Commissione Nazionale per le Società e la Borsa (CONSOB) has approved amendments to the CONSOB Issuers’ Regulations (Resolution 19974 of 27 April 2017) and the joint CONSOB-Banca d’Italia regulation on the organisation and intermediary procedures providing investment services or collective investment management services (act of 27 April 2017).

The amendments to the two regulations transpose the Directive UCITS V (no. 2014/91/EU) on undertakings for collective investment in transferable securities (UCITS) at a secondary level, whose transposition into national law occurred with Italian Legislative Decree no. 71/2016, published in the Official Gazette of 20 May 2016.

In relation to the Issuers’ Regulation, the amendments, mainly as they concern Annex 1B, Scheme 1 and article 15-bis, respond to the aim of transposing the new European rules concerning the role of the depositary and staff remuneration policies and practices with reference to the information requirements to be observed in the prospectus and Key Investor Information Document (KIID).

Further amendments were made in order to adjust the content of the bid documentation concerning collective investment undertakings (CIU) to the transparency requirements on managers’ recourse to securities and total return swap financing transactions, imposed on CIU at (both UCITS and AIF) by Regulation (EU) 2015/2365.

Some fine-tuning amendments were made to the Issuers’ Regulation in Part III and Annex II with the purpose of creating regulator coordination and terminological alignment with the works carried out during the transposition of the previous Directive 2011/61/EU (AIFMD).

The amendments to the joint regulation transpose the rules concerning remuneration policies dictated by the UCITS V Directive and by the ESMA Guidelines issued in this regard. Specifically, the rules currently envisaged for Alternative Investment Fund (AIF) managers has also been extended to UCITS managers; certain clarifications on the role of corporate bodies have been introduced; the structure of total remuneration packages is governed by the regulations; the scope of the principle of proportionality is specified, to facilitate the application of rules consistent with the characteristics of the individual managers; and the rules applicable to remuneration of staff, who also carry out activities other than collective asset management and staff of managers belonging to a banking group or investment firm have been clarified.

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