“The preliminary approval by the Council of Ministers of the legislative decree which transposes the new European directive on the disclosure obligations of companies listed on the stock exchange is certainly a step forward but we are confident that, after the new reading by Parliament, the final text can further improve both on overcoming the quarterly reporting obligation and on raising the shareholding threshold beyond which the obligation to notify Consob and the market is triggered”. This is the comment of deputy general manager of Assonime, Carmine Di Noia, to the news released in recent days by Palazzo Chigi on quarterly reports and shareholding threshold for listed companies in the relative legislative decree. Two topics on which Assonime, the association chaired by Maurice Sella which collects joint-stock companies listed on the Stock Exchange, has led and has been leading for some time its battle to reconcile transparency and simplification for companies that are on the market. But the game is not over because after the preliminary examination by the Council of Ministers, the legislative decree which implements the new European directive must be examined again by the competent parliamentary commissions before receiving the final approval of the Government.
FIRSTonline – Di Noia, the first approval of the government's legislative decree on disclosure obligations for listed companies contains important news on the passing of quarterly reports and on the raising of share thresholds that require disclosure obligations: what is Assonime's opinion?
OF BOREDOM – In both cases it is a step forward but there is still a stretch of road to be taken to achieve the full objective of regulatory harmonization both among all the companies present on the Stock Exchange and above all between Italy and the others European countries. For this reason we trust in the new reading by Parliament and in the improvement of the final text that the Government will have to approve at the end of a complex process in which Parliament, as often happens, has an important role.
FIRSTonline – By abolishing the requirement for quarterly reports for listed companies, isn't there a risk of lowering the transparency and intensity of the information needed by investors?
OF BORING – No, because, as already foreseen by the Consolidated Law on Finance (Tuf), listed companies are required to present complete reports on their financial statements every six months and to communicate their performance quarterly in a more concise form; above all, however, the obligations to inform the market at any time in the presence of relevant facts, without waiting for quarters or half-years, are very pervasive. In this way simplification, reduction of costs and duties for companies, quality of information and transparency are reconciled. Furthermore, the so-called shortermism is reduced, i.e. the squint that forces listed companies to focus more on the short term than on medium and long-term strategies.
FIRSTonline – So where is the novelty of the decree on quarterly reports and what are the points that don't fully convince you?
OF BORING – The meritorious novelty lies in the fact that the decree provides for the abolition of the obligation of quarterly reports intended as interim management reports (which were often still published as real interim reports such as the half-yearly) on the company accounts but leaves Consob the power to decide whether to reintroduce it. If we do not want to change everything in order to change nothing, it would be appropriate for this power provided for Consob on quarterly reports to be detailed and not indiscriminate, i.e. it provided that the power to request additional information did not generally apply to all categories of listed companies but only in exceptional cases for individual companies which are at the center of particularly significant facts and which for this reason should take on additional communications to the market between one semester and the next. This would favor better harmonization with Europe.
FIRSTonline – Why?
OF BORING – Because already today the obligation of quarterly reports does not exist in relevant countries such as the United Kingdom, Germany and the Netherlands but remains in force for Italy and Spain, with France in an intermediate position.
FIRSTonline – And on the novelty of the increase from 2 to 3% of the shareholding as the threshold beyond which the obligation to notify Consob and the market is triggered, what is Assonime's opinion?
OF BORING – The raising of the threshold to 3% is a first positive fact as a trade-off between transparency and charges for current and potential shareholders of the companies. However, there are still other indispensable steps forward in the field of full harmonization which we hope Parliament and the Government will want to make in the final text of the decree.
FIRSTonline – Assonime has proposed to unify the shareholding threshold beyond which the reporting obligation is triggered. Today the threshold is already in place at 5% for small and medium-sized enterprises while for large enterprises, today at 2%, it would rise to 3% according to the first draft of the legislative decree, with the risk of maintaining two different regulatory regimes for society. But above all, we must not lose sight of Europe, in which 20 out of 28 countries are obliged to 5%, six to 3% and only two – Italy and Portugal – to 2%. For this reason we hope that Parliament and the Government will perfect the final text of the decree by eliminating the residual asymmetries and raising the threshold above 3%.
