Internal Dealing

The  internal dealing policy governs the transactions carried out by Key Personnel and by persons closely associated with them regarding securities and financial instruments issued by Banca Ifis.

Policy on Internal Dealing and key personnel

The Banca Ifis regulation on internal dealing is compliant with the relevant EU legislation (EU Regulation no. 596/2014, so-called Market Abuse Regulation) and aims to ensure maximum disclosure transparency towards the market.

The “Policy on transactions carried out by Key Personnel and People Closely Associated with them on shares, debt securities and related financial instruments issued by Banca Ifis” (Internal Dealing Policy) was reviewed in February 2020.

This policy governs:

  • The obligations related to the identification of Key Personnel and “People closely associated with them”;
  • The management of information relating to transactions beyond the minimum amount threshold on shares, debt securities or related instruments issued by Banca Ifis, carried out, directly or indirectly, by a Key Personnel Member or by a “Closely Associated Person” and subject to notification obligations;
  • The management of “closure periods“, time intervals within which Key Personnel must refrain from carrying out transactions on shares and other debt securities issued by Banca Ifis, as well as on financial instruments connected to them.

The list of key personnel reads as follows:

  • The members of the Board of Directors;
  • The members of the Board of Statutory Auditors;
  • The General Manager;
  • The “strategic” executives:
    • Head of Central Finance Department;
    • Head of Central Affairs Department;
    • Head of Central NPL Management;
    • Head of the Central Capital Markets Department;
    • Head of Central Operations Department;
    • Head of Industrial Plan Governance, Planning and Management Control;
    • Chief Risk Officer;
    • Head of Internal Audit;
    • Head of Compliance;
    • General Manager of Ifis Npl Servicing;
    • Head of Legal and Corporate Affairs;
    • Head of Investor Relations and Corporate Development;
    • Head of Communication, Marketing and External Relations;
  • Any person who holds a shareholding calculated pursuant to Article 118 of the Issuers’ Regulation, equal to at least 10% of the share capital of Banca Ifis, represented by shares with voting rights or any person who controls the Bank;
  • The other subjects identified as such, even for limited periods of time, with a specific resolution of the Board of Directors of Banca Ifis.

The policy on internal dealing also applies to “persons closely associated” with Key Personnel.

Internal Dealing

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Related-party transactions

In December 2020, the Board of Directors of Banca Ifis approved the update of the “Internal policies on the control of risk-bearing assets and of conflicts of interest concerning associated persons” and of the “Procedure for the management of transactions with Associated Persons”. These documents outline the Bank’s approach in effectively monitoring the risks related to conflicts of interest arising in transactions with related parties and persons related thereto.

The Board also adopted a Policy on Personal Transactions (last updated in February 2020) to facilitate the identification and proper management of situations in which a director holds an interest on their own behalf or on that of third parties.

The regulation of related-party transactions aims to monitor the risk that the proximity of certain persons to the decision-making organs of the Bank and its subsidiaries may compromise the objectivity and impartiality of decisions that relate to the granting of loans and other transactions, with possible distortion of the process by which resources are allocated, the exposure of the bank to inadequately measured or monitored risks and potential damage to depositors and shareholders.

In this perspective, the term “related parties” refers, first of all, to the representatives, main shareholders and other persons who can affect the Bank’s management as they are able to exercise control, also jointly with other persons, or significant influence. Conflict of interest situations may also arise in relation to – often industrial – undertakings that are controlled or subject to significant influence in relation to which the bank is significantly exposed in the form of loans and ownership interests.

Transactions with Associated Persons

They are transactions that entail the assumption of risk activities, transfer of resources, services or obligations between the Bank and one or more Associated Persons. The following transactions are deemed to belong to this category:

  • Mergers, demergers into two separate companies or demergers that are not strictly proportional, when carried out with related parties;
  • All decisions that relate to the allocation of remuneration and economic benefits, in any form, to the members of the management and control bodies and to executives with strategic responsibilities.

Transactions with Associated Persons include but are not limited to:

  • Granting of loans;
  • The provision of banking services (current account, savings deposits, etc.);
  • System service and/or maintenance contracts;
  • The sale/purchase and lease of real estate;
  • All actions that pertain to rights to a share of the Bank’s equity.

Transactions with Associated Persons are classified into:

  • Material transactions
  • Transactions of minor value.

A specific procedure applies to transactions of major value, i.e. material transactions that exceed the threshold of 5% in one of the three applicable indicators depending on the specific transaction:

  •  Counter-value materiality indicator
  • Asset materiality indicator
  • Liability materiality indicator.

Download the Procedure for managing transactions with associated persons.

Download the Policy regarding control of risk assets and conflicts of interest in relation to associated persons.

Go to the archive of procedures and policies on transactions with associated persons.