Employees, members of corporate bodies and, in general, all those who act in the name and on behalf of SGR must avoid any possible situation of conflict of interest.
For example, situations that may give rise to a conflict of interest are as follows:
- to participate in decisions concerning business with people with whom the employee, or a close family member of the employee, has an interest, or with whom a personal interest could arise;
- to oppose the interests of SGR (including those deriving from significant economic relationships, such as shareholdings, loans and/or the provision of multiple services) and those of the participants in the managed funds;
- to contrast the interests of participants in the Funds with those of participants in other Funds also managed by SGR;
- to contrast the interests of two or more Funds under management;
- to contrast the interests of SGR, influencing the decision-making autonomy of another person responsible for defining commercial relations with or for SGR.
The Board of Directors of Finanziaria Internazionale Investments SGR S.p.A. (“SGR”) has adopted a specific “Regulation for the management of conflicts of interest” with the aim of identifying actual or potential conflicts of interest that may arise in the performance of the activity of collective management of savings and to manage them through appropriate measures identified in advance. In the internal regulations, operations in potential conflict of interest have been identified as those in which the counterparty is linked by any type of relationship (direct or indirect) to SGR and the Personnel of SGR; with the Parent Company and the other companies of the Group; with the shareholders and corporate bodies of SGR.
In particular potential situations of conflict of interest have been identified with regard to:
- selection of suppliers;
- choice of contractual counterparties;
- exercise of voting rights.
In the event that a situation of potential conflict of interest is identified, the authorisation controls set forth in the internal Regulations are implemented. In particular, conflicts of interest are managed by an ordinary procedure, an emergency procedure and a simplified procedure.
The ordinary procedure involves the reporting of the conflict of interest situation and a consequent resolution by the Board of Directors in relation to the situation found; whereas the emergency procedure is aimed at the management of situations that require quick decisions where the Independent Director is first heard and, after consultation with at least one member of the Board of Statutory Auditors, assesses the congruence of the operation and makes sure it does not harm the interests of customers; the Independent Director is then required to report his actions to the first Board of Directors.
A simplified procedure is adopted for bond transactions relating to the subscription in the so-called primary market of financial instruments in which one or more companies of the Group carry out structuring, consulting or service management roles.
For these operations the Board of Directors of SGR adopts, on an annual basis, a cumulative resolution to authorise the individual Technical Management Committees to independently resolve on the subscription of financial instruments if all the following conditions are met:
- the newly issued financial instruments are offered to the public and are not in the form of a private placement;
- the companies of the group involved in the issue do not under any circumstance carry out roles linked to the placement activity;
- the companies of the group involved in the issue do not receive remuneration proportional to the performance of the issue, or that such remuneration is in line with the current market conditions;
- SGR, either as owner or through its managed funds or assets, does not cumulatively subscribe to an amount exceeding 3% of the total issue;
- the conditions of subscription are similar to those applied to other persons interested in the issue.
Without prejudice to the current investment procedures approved by the SGR Board of Directors, investment transactions in financial instruments falling within the afore-mentioned scope are approved by the Technical Management Committee based on a detailed analysis aimed at verifying the presence of the prerequisites for the investment.
In the minutes of the resolution, the Technical Management Committee is also required to provide evidence that the conditions have been met and the reasons that led to the investment decision.
The transactions thus resolved and executed are subsequently brought to the attention of the SGR Board of Directors at the first useful board meeting, together with the approval of the documentation produced by the Technical Management Committee.