Adoption of Opt-Out Option Pursuant To Consob Regulation 18079 of 20 January 2012
On 21 January 2013, Banca IFIS's Board of Directors resolved, as per art. 3 of Consob Regulation no. 18079 of 20 January 2012, to adopt the opt-out option pursuant to art. 70, paragraph 8 and art. 71, paragraph 1-bis, of Consob’s Regulation on Issuers, thus exercising the right to depart from the obligations to publish information documents required in connection with significant operations like mergers, spin-offs, capital increases by contribution in kind, acquisitions and sales.
Report on Corporate Governance and Shareholding Structure
Pursuant to article 123 bis, paragraph three, of Legislative Decree no. 58 of 24 February 1998 (the Consolidated Law on Banking), a report, separate from this Directors’ report, was prepared. It was approved by the Board of Directors and published together with the draft financial statements at 31 December 2015. Furthermore, this document is available on Banca IFIS’s website, www.bancaifis.com, in the ‘Corporate Governance' Section.
The Report on Corporate Governance and Shareholding Structure has been drawn up according to the format provided by Borsa Italiana.
Together with this Report, the “Report on Remuneration” prepared pursuant to art. 123 ter of the Consolidated Law on Finance, was also made available.
In compliance with article 34, paragraph 1, letter g) of Leg. Decree no. 196 of 30 June 2003 (the Personal Data Protection Code), the group periodically updates its ‘Security Policy Document’ setting out the measures taken to guarantee the protection of processed personal data.
Parent Company management and coordination
Pursuant to arts.2497 to 2497 sexies of the Italian Civil Code, it should be noted that the Parent Company La Scogliera S.p.A. does not carry out any management and coordination activities with respect to Banca IFIS, notwithstanding art. 2497 sexies of the Italian Civil Code, since the management and coordination of investee financial companies and banks is expressly excluded from La Scogliera’s corporate purpose.
National consolidated tax regime
Banca IFIS, together with the parent company, La Scogliera S.p.A., opted for the application of group taxation (tax consolidation) in accordance with arts. 117 et seq. of Presidential Decree 917/86.
Transactions between these companies were regulated by means of a private written agreement between the parties, signed in the month of May 2013 and subsequently amended and supplemented on 29 December 2015. This agreement lapses after three years. Banca IFIS has an address for the service of notices of documents and proceedings relating to the tax periods for which this option is exercised at the office of La Scogliera S.p.A., the consolidating company.
Under this tax regime, Banca IFIS’s taxable income is transferred to La Scogliera S.p.A., which is responsible for calculating the overall group income. Following this decision, at 31 December 2015 Banca IFIS recognised net payables due to the parent company amounting to 25 million Euro.
Transactions on treasury shares
The Ordinary Shareholders’ Meeting of 13 April 2015 renewed the authorisation to purchase and sell treasury shares, pursuant to art. 2357 et seq. of the Italian Civil Code, as well as art. 132 of Legislative Decree 58/98, establishing a price interval within which the shares can be bought between a minimum of 4 Euro and a maximum of 30 Euro.
The Meeting also established that the authorisation lapses after 18 months from the date the resolution was passed.
At 31 December 2014, the bank held 887.165 treasury shares recognised at a market value of 6,7 million Euro and a par value of 887.165 Euro.
During 2015, Banca IFIS undertook the following treasury share transactions:
- it sold, at an average price of 18,73 Euro, 135.000 treasury shares with a market value of 2,5 million Euro and a par value of 135.000 Euro, making profits of 1,7 million Euro that, in compliance with IASs/IFRSs, were recognised under the capital reserve.
- As variable pay for the 2014 financial results, it awarded the Top Management 12.719 treasury shares at an average price of 13,12 Euro, for a total of 167 thousand Euro and a par value of 12.719 Euro, making profits of 112 thousand Euro that, in compliance with IASs/IFRSs, were recognised under the capital reserve.
The remaining balance at the end of the year was 739.446 treasury shares with a market value of 5,8 million Euro and a par value of 739.446 Euro.
In compliance with the provisions of Consob resolution 17221 of 12 March 2010 and subsequently amended by means of Resolution 17389 dated 23 June 2010, as well as the prudential Supervisory provisions for banks in Circular no. 263 of 27 December 2006, Title V, Chapter V (12 December 2011 update) on "Risk activities and conflicts of interest towards related parties" issued by the Bank of Italy, any transactions with related parties and relevant parties are authorised pursuant to the procedure approved by the Board of Directors, which was most recently updated on 17 July 2013.
This document is publicly available on Banca IFIS’s website, www.bancaifis.it, in the ‘Corporate Governance' Section.
During 2015, no significant transactions with related parties were undertaken.
For information on individual related party transactions, please refer to part H of the Notes.
Atypical or unusual transactions
During 2015, the Banca IFIS Group did not carry out atypical or unusual transactions as defined by Consob Communication no. 6064293 of 28 July 2006.
Research and development activities
Due to its business, the Group did not implement any research and development programmes during the year.
Venice - Mestre, 2 February 2016
For the Board of Directors
Sebastien Egon Fürstenberg