World Duty Free S.p.A. Procedure for the Management and Public Disclosure of Inside Information

Transcription

1 World Duty Free S.p.A. Procedure for the Management and Public Disclosure of Inside Information Approved by the Board of Directors on 31 July 2013

2 DEFINITIONS For the purposes of this procedure: (i) all the terms and expressions used herein which are underlined and with capital first letter shall have the meanings assigned to them below; (ii) all the terms and expressions which are not underlined but are written with capital first letter in one or more paragraphs or notes of this procedure are defined in other paragraphs of the latter; (iii) all the terms and expressions defined in the plural shall be deemed to have the same meaning also in the singular form, and vice versa. Management: the department entrusted with the task of administration including tax and risk management for the WDF group, which is performed by the Company, if necessary, also through and/or with the support of external consultants. CFO: the Chief Financial Officer of WDF Communication: the department entrusted with the task of communication and relations with WDF institutional authorities, which is performed by the Company, if necessary, also through and/or with the support of external consultants. Subsidiaries: the companies controlled directly and indirectly by WDF. Relevant Subsidiaries: the companies controlled directly by WDF or which, in the capacity of sub-holdings, control other companies in given countries as set out in Annex A. Consob: Commissione Nazionale per le Società e la Borsa (Italian Securities and Exchange Commission) Board of Directors: the board of directors of WDF. Financial Reporting Manager: the Manager in charge of preparing the financial statements of WDF, appointed pursuant to TUF (as defined herein) and to the by-laws of WDF. Managers: the heads of department of WDF and/or of the Relevant Subsidiaries. Regulated Information: information to be published by WDF under the Rules of Law and the additional requirements set out in Part IV, Title III, Chapter II, Sections I, I-bis, II and V-bis TUF and in the related implementing rules contained in the Regulation on Issuers. Internal audit: the Internal Audit Management of WDF. IR: the Investor Relations department for the WDF Group. 2

3 Model: the Organisational and Management Model adopted by WDF under Legislative Decree 231/2001 and subsequent amendments and supplements. Rules of Law: the provisions contained in Part IV, Title III, Chapter I TUF (as defined herein) and in Part III, Title II, Chapter I and Chapter II, Section I of the Regulation on Issuers (as defined herein). Supervisory Body: the WDF collegiate body in charge of supervising the Model. Chairman of the Board of Directors or Chairman: the Chairman of WDF Spa Information Officer: the person in charge of fulfilling requirements on market disclosure, having particular regard to the regulation on Internal Dealing and Inside Information. Register: the database, set up by WDF under the Rules of Law and in accordance with the procedures set out in Articles 152 bis 152 quinquies of the Regulation on Issuers, containing the list of persons who, by reason of their employment, profession or duties, have access to Inside Information. There is a single Register for WDF, its Subsidiaries and the Relevant Subsidiaries. Regulation on Issuers: the regulation governing Issuers adopted through resolution Consob 11971/1999 and subsequent amendments and supplements. Persons in charge: executive officers or managers of the Relevant Subsidiaries, identified in the organisation charts of their respective companies. SDIR: the system for the disclosure of regulated information identified by WDF under Article 65-quinquies of the Regulation on Issuers and entrusted by the same WDF with the task of disclosing Regulated Information to the public under Article 65-quinquies referred to above, transmitting Regulated Information to the storage mechanism authorised by Consob under Article 113-ter of TUF, and filing Regulated Information with Consob and with Borsa Italiana S.p.A., as provided for by Article 65-septies (6) of the Regulation on Issuers, or other system for the disclosure of information as defined by the regulation pro tempore in force (at the date of approval of this procedure the requirements shall be fulfilled in accordance with the provisions of the Summary table of the methods of publication of Regulated Information in force during the transitional period approved by Consob Resolution No of 1 April 2009, as amended). Secretary of the B.o.D: the Secretary of the Board of Directors of WDF. Company: World Duty Free S.p.A. 3

4 Corporate: the department in charge of fulfilling requirements related to corporate governance and the corporate requirements laid down by the rules and regulations applicable to WDF (including those contained in codes of conduct and internal procedures), which are performed by the Company, if necessary also through and/or with the support of external consultants. TUF: Legislative Decree 58/1998 and subsequent amendments and supplements. 1. Purpose The purpose of this procedure is to regulate the market disclosure of Inside Information and the modes of conduct of Relevant Persons, as defined herein, pursuant to the Rules of Law. It is one of the control systems adopted by WDF pursuant to and for the purposes of the Model and is consistent with the Principles. Unless otherwise specified, this procedure does not apply to the disclosure of Regulated Information and commercial and marketing information as part of the ordinary administration of WDF and its Subsidiaries, other than Inside Information. 2. Inside Information Inside Information means information of a precise nature 1 relating to WDF, to one of its Subsidiaries or to the WDF security or financial instruments issued by WDF or by one of its Subsidiaries (hereinafter Stock ) 2, which has not been made public and which, if it was 1 Pursuant to Article 181 (3) of TUF, Information shall be deemed to be of a precise nature if: a) it refers to a set of circumstances which exists or may reasonably be expected to come into existence or an event which has occurred or may be expected to occur; b) it is specific enough to enable a conclusion to be drawn as to the possible effect of the set of circumstances or event referred to in paragraph a) on the prices of financial instruments. By way of example, in case of events such as the presentation of binding offers or the official confirmation of the conclusion of agreements. 2 Pursuant to Article 180 (a) of TUF, financial instruments, as set out herein under the definition of Stock, shall mean those admitted to trading or which admission to trading has been requested on an Italian regulated market or that of another EU member country, and any other instrument admitted to trading or for which admission to trading has been requested on a regulated market of another EU member country. 4

5 made public, would be likely to have a significant effect 3 on the price of the Stock (hereafter Inside Information ). In particular, by way of example and not limited to, Inside Information may also include those related to the following events or circumstances: 1. acquisition or transfer of company shares and companies or company branches with a value exceeding 10% of the capitalisation 4 of WDF 5, or which are in any case significant according to the criteria defined by Consob and by the regulations in force; 2. equity transactions (increase or decrease for loss) or the issue by WDF of warrants, preferred shares and other financial instruments permitting the subscription of WDF ordinary shares; 3. adoption and implementation of buy-back programmes for the acquisition and sale of own shares by WDF; 4. issue of bonds, including convertible bonds, and of other debt securities by WDF or its Subsidiaries; 5. mergers and divisions, in which the value of the incorporated (merged) company or of the assets being divided exceeds 10% of the capitalisation of WDF 6, or is in any case significant according to the criteria defined by Consob and by applicable regulations; 6. medium/long-term loans with a value exceeding 10% of the capitalisation of WDF 7 ; 7. offer for the sale or exchange of shares made by WDF or its Subsidiaries; 3 Pursuant to Article 181 (4) of TUF, Information which, if made public, would be likely to have a significant effect on the prices of financial instruments shall mean information a reasonable investor would be likely to use as part of the basis of his investment decisions, that is, when it is likely to be used by an investor when the latter decides to invest in the Stock or in other financial instruments. 4 Enterprise Value means the sum (i) of the capitalisation of WDF on the day prior to the transaction and (ii) of the net debt shown in the last published financial statements. 5 Capitalisation means the value that is obtained by multiplying the number of shares of the capital stock of WDF by the average value of the WDF stock for the six-month period preceding the transaction. 6 See Note 5. 7 See Note 5. 5

6 8. award or stipulation of contracts for services to be performed in the various business channels in which WDF or its Subsidiaries operate, with estimated annual consolidated revenue at full capacity, for each contract, exceeding 2% of WDF s consolidated revenue for the year immediately before the aforesaid event; 9. entry into, or exit from, a relevant business sector; 10. appointment, resignation or revocation of Board Directors or Statutory Auditors of WDF; 11. waiver of the auditing company entrusted with the task of auditing WDF, revocation of the auditing task; 12. resignation or waiver of the Financial Reporting Manager; 13. filing applications or issuing measures for the opening of insolvency proceedings against WDF or the Relevant Subsidiaries; 14. petitions for bankruptcy or opening of winding-up proceedings against WDF or the Relevant Subsidiaries; 15. derivative action against the board of directors of WDF; 16. pending cases before the courts and arbitration panels with a value exceeding 5% of the capitalisation of WDF; 17. Related Parties transactions; 18. initiation of insolvency or winding-up proceedings against debtors of WDF, where the debt owed to WDF exceeds 5% of the capitalisation of WDF; 19. change of dividend payable date 3. Relevant Persons and Scope 3.1. This procedure applies to persons who, by reason of their employment, profession or duties, have regular access to Inside Information. Relevant Persons include: - Directors - Statutory Auditors - Employees 6

7 - Consultants 8 of WDF and its Subsidiaries and of Relevant Subsidiaries (hereinafter Relevant Persons ). 4. General principle of confidentiality concerning confidential information and data of WDF and of its Subsidiaries. 4.1 Relevant Persons shall: i) keep all confidential information, data and documents (hereinafter, jointly referred to as Confidential Data ) which they may have acquired in the course of their employment, profession or duties, secret and strictly confidential and refrain from disclosing the latter to anyone unless otherwise provided for by law; ii) use the Confidential Data strictly in the course of their employment, profession and duties and hence refrain from using them for whatever reason for purposes other than those which enabled them to have access to them in a first place and, in particular, for personal purposes, that is, to the detriment of WDF and its Subsidiaries; iii) ensure that the Confidential Data are processed with caution and kept secret and strictly confidential until they are disclosed to the market in accordance with what is set out in this procedure or made public in accordance with the law or that they are in the public domain. 5. Set up of Register and registration of Relevant Persons 5.1. For the purposes of this procedure and in compliance with the Rules of Law, WDF has set up the Register of Relevant Persons Relevant Persons who have regular access to Confidential Data which is likely to assume the character of Inside Information will be registered in the Register in accordance with what is set out in the Regulation governing the Register maintenance procedures The Relevant Persons in respect to each single transaction or event which may assume the character of Inside Information will be registered in the Register at the Chairman s 8 Consultants include any natural or legal person who provides professional services or services pertaining to transactions or events which may be classified as Inside Information such as advisors, banks, professionals, rating agencies, auditing companies etc.. 7

8 discretion, after having heard the Corporate, the CFO, the IR and the Communication for their respective assessments. To this end, if the Chairman has not yet acquired said information, the Managers and Persons in charge, also in the name and on behalf of their Subsidiaries, will notify the Chairman of the contents of the transaction or single event, including the names or company names of the persons involved in the transaction which are considered Relevant Persons. 5.4 The Information Officer, with the support of Corporate, on the recommendation of the Chairman, is responsible for the registration of Relevant Persons in the Register. 5.5 Persons who are members of the WDF and its Subsidiaries who, by reason of their employment, profession or duties have regular access or may have access to or manage or may regularly manage confidential information which may assume the character of Inside Information are registered in the permanent section of the Register under the rules set out therein. 6. Corporate bodies and functions 6.1. Here below is a list of the people primarily involved in the various phases of drafting, preparation and disclosure to the market of Inside Information, including the related storage and filing activities: i) the Chairman and the Chairman of WDF; ii) the Chairmen and Managing Directors of the Relevant Subsidiaries; iii) IR; iv) Management; v) Financial Reporting Manager; vi) CFO; vii) Communication; viii) Corporate; ix) Secretary of the Board of Directors For the purposes of this procedure, the foregoing persons perform, in particular, the following tasks: 8

9 i) the Chairman evaluates the inside character of the information, availing himself, depending on the case, of the expertise of the IR, CFO, Management, Communication and Corporate and, if necessary, possible or deemed suitable, submits the contents of the press release related to the Inside Information to be disclosed to the market to the Board of Directors for its prior approval. In other cases, the Chairman shall decide at its sole discretion on the preparation and disclosure of the press release, in accordance with what is set out in this procedure. ii) The Chairmen and the Managing Directors in charge of the Relevant Subsidiaries are responsible for the correct implementation of this procedure in relation to Inside Information concerning the companies which the latter represent and administer, including the Subsidiaries, notifying the Chairman thereof in a timely manner. iii) The IR, CFO and Management verify the truthfulness and consistency of the economic and financial data and information, if necessary also in respect of their true representation in the financial statements, and whether these vary with respect to the Inside Information previously disclosed to the market. The data pertaining to accounting information, including mid-year reports, shall be submitted to the Financial Reporting Manager, who will accompany said documents and notifications related to the accounting information, including mid-year reports, to be disclosed to the market, with a declaration certifying that they give a true and fair view of the results and accounts under Article 154-bis (2) TUF. iv) The Corporate and the Information Officer verify that the requirements laid down by the Rules of Law in relation to Inside Information and its disclosure have been fulfilled, and evaluates whether to contact CONSOB and Borsa Italiana S.p.A. beforehand. v) The Communication and the IR verify that the information and the data to be disclosed to the market are consistent with what was previously disclosed within the scope of their own market disclosure responsibilities; prepare press releases, submit them to the Chairman or, on the latter s behalf, to the Board of Directors, after having heard the IR, CFO, Management and Corporate on their respective assessments and, if necessary, the declaration of the Financial Reporting Manager under Article 154-bis (2) TUF accompanying the press release. Lastly, Communication discloses the press release to the market using the SDIR, after Corporate or the Information Officer have identified and instructed Communication as to 9

10 the identification code to be assigned to the Inside Information under Article 65-ter of the Regulation on Issuers. The transmission of the press release to the SDIR shall determine the exemption, under Article 65-septies (6) of the Regulation on Issuers, of the Inside Information storage and filing obligations set out in paragraphs 2, 3 and 4 of the same Article. (vi) The Secretary of the Board of Directors ensures that the transmission of Confidential Data to the Directors and Statutory Auditors is carried out in a manner such as not to undermine the confidentiality of the data, notifying the Relevant Persons concerned. 7. Public disclosure of Inside Information 7.1 The events and circumstances that may assume the character of Inside Information, as defined in Article 2 above, may occur: i) within WDF, during the meetings of the Board of Directors following the resolutions made over the course of the latter; or outside the meetings of the Board of Directors; ii) within the Subsidiaries, both within and outside their respective corporate bodies; or iii) outside the sphere of WDF or the Subsidiaries In all of the aforementioned cases, as soon as the events and circumstances referred to above in points (i) to (iii) assume the characteristics of Inside Information and, with reference to the events and the circumstances referred to in point (iii), as soon as WDF or the Subsidiaries become aware of their existence and verify their character of Inside Information, these shall be immediately disclosed to the market, in accordance with what is set out below. 7.3 The Communication department: i) prepares a draft press release and submits it to the IR, CFO, Management and Corporate for their respective assessments and, if necessary, to the Financial Reporting Manager. In the event that the Inside Information concerns an event that has occurred or that is likely to occur in the sphere of the Subsidiaries, Communication prepares a draft press release with the Chairman or person in charge of the Relevant Subsidiary. Subsequently, they will 10

11 submit the draft press release relating to the Subsidiaries for examination by the Chairman who, in turn, if necessary, possible or suitable, submits it to the Board of Directors; ii) ensures that the contents of the press release are consistent with the data previously disclosed and with any press releases published for promotional or marketing purposes; iii) having transposed the changes requested, depending on the case, by the Board of Directors or by the Chairman, and with the prior approval of the competent body, discloses the press release to the public in Italian and in English using the SDIR. If the press release is to be disclosed over the course of trading in the regulated market, it will be transmitted to Consob and to Borsa Italiana S.p.A. at least fifteen minutes prior to their disclosure, according to the methods set out in Annexes 3I and 3M of the Regulation on Issuers. iv) to complete the process, and in any case prior to the opening of the market on the day following that of the public disclosure, publishes the press release in Italian and English on the WDF website At the same time of the public disclosure, the SDIR files the press release, on behalf of WDF, with Consob and with Borsa Italiana, and stores the latter using the storage mechanism authorised by Consob under Article 113-ter TUF. 8. Delay in the disclosure of Inside Information 8.1 Where there is Inside Information, the Board of Directors or the Chairman, depending on the case, after having heard the IR, CFO, Management, Corporate and Communication for their respective assessments, may avail themselves of the right to delay the public disclosure pursuant to the Rules of Law, should the latter be likely to undermine the lawful interests of WDF. 8.2 In this case, Communication, with the support of Corporate, IR, the CFO and Management, depending on the case, drafts a press release stating the reasons justifying the delay and, with the prior approval of the Chairman and in collaboration with the Information Officer, promptly transmits it to Consob 9. 9 Upon receipt of the press release, Consob may request WDF to proceed immediately with the public disclosure. 11

12 8.3 During the period of delay in disclosing the Inside Information and until the publication of the press release, the confidentiality obligations referred to in paragraph 4 and those pertaining to the registration in the Register of Relevant Persons concerned shall remain in force as provided for by paragraph 5. In the event that: i) Inside Information is disclosed to third parties in breach of this procedure, or ii) the Chairman decides, after having heard the IR, the CFO, Management, Communication and Corporate, each on their respective assessments, that the conditions justifying the delay are no longer satisfied, the Chairman directs the immediate publication of a press release in accordance with the procedure set out in paragraph 7.3; the Information Officer, with the support of Corporate, deletes the Relevant Persons concerned from the Register. 9. Rumours 9.1 Where there is information in the public domain 10, which have not been disclosed in accordance with this procedure and concerning WDF s assets and liabilities, financial position and profit or loss, extraordinary financing transactions, operating results or one of the other conditions and events referred to in this clause 2, the IR shall verify that the WDF stock has changed considerably with respect to the previous day and should notify the Chairman accordingly With reference to what is set out in point 9.1. above, two situations may occur: i) significant change in the stock price with respect to the price of the previous day: in that case, the procedure set out in paragraph 7.3 must be followed; ii) minor change in the stock price with respect to the last price of the previous day: in that case, the Chairman, with the support of the IR, Management, Communication and Corporate, each on their respective assessments, will consider whether or not to publish a 10 That is, published by the media, such as the press, agencies or other national or international mass media. 11 There is no major difference in cases where the price fluctuation of stocks is in line with the market developments, provided that they are significantly different from the stock prices of the previous day. 12

13 press release, in accordance with the procedure set out in paragraph 7.3, confirming, correcting or denying the disclosed information. 10. Request of market disclosure by Borsa Italiana or Consob 10.1 Should any requests be made by Borsa Italiana or Consob for the market disclosure of information or press releases, the Chairman, after having heard the IR, Management, Communication and Corporate, and unless it deems it suitable to involve the Board of Directors, directs the publication of a press release in accordance with the procedure set out in paragraph 7.3, that is, the disclosure of information according to the procedures requested from time to time by Consob or by Borsa Italiana. 11. Accounting data for the period 11.1 The financial statements of WDF to be included in the following: annual report, consolidated financial statements, condensed set of half-yearly financial statements, interim management statements assume the character of Inside Information upon their approval by the Board of Directors Over the course of the preparation of the abovesaid financial statements for the period, the confidentiality obligations referred to in paragraph 4 and the requirements related to the registration in the Register of all Relevant Persons concerned set out in paragraph 5 must be fulfilled Immediately after approval by the Board of Directors, the Chairman shall direct the immediate publication of a press release according to the procedures set out in paragraph Forecasts and quantitative targets 13

14 12.1 The Board of Directors or the Chairman, depending on the case, will determine whether or not to publish press releases concerning forecasts and/or quantitative targets 12 of WDF and/or its Subsidiaries In case of positive assessment, the Chairman directs the publication of a press release according to the procedure set out in paragraph The CFO, IR and Management, each within their respective competences, verify on an ongoing basis that the actual development of the company s business is consistent with the forecasts and quantitative targets disclosed through previous press releases and, in case of significant variation, immediately notify the Chairman accordingly, who shall immediately direct the publication of a press release according to the procedure referred to in paragraph The Information Officer, with the support of Communication, ensures that the press release contains, among other things, clarification and details of the reasons of said variation and provides up-to-date forecasts. 13. Estimates of financial analysts ( market consensus ) 13.1 The CFO and IR verify that the estimates of the operating results of WDF and/or of the Group made public by financial analysts, professional investors and financial intermediaries ( market consensus ) are consistent with the forecasts disclosed by WDF In case of significant divergence between the results expected by the market and the results disclosed by WDF, the CFO and IR immediately notify the Financial Reporting Manager and the Chairman accordingly, who shall direct the immediate publication of a press release according to the procedure referred to in paragraph The Information Officer, with the support of Communication, ensures that the press release contains, among other things, clarification and details on the reasons for such variation and provides up-to-date forecasts. 14. Press meetings and interviews 12 Such as, for example, short and long-term strategic plans and financial incentives programme. 14

15 14.1 The Chairman, with the support of IR and Communication, evaluates the need to give interviews and set up meetings with the press to discuss financial and economic information The relations with the media are managed by Communication and by IR, each within their respective competences The Chairman of the Board of Directors and any persons authorised by the latter are empowered to give interviews with the media Communication and IR, with the support of Corporate, manage the setup of interviews and press meetings If, during the interview or press meeting, Inside Information or Confidential Data is disclosed to the public, Communication and Planning, Finance and IR shall notify the Financial Reporting Manager, Corporate and the Chairman, who will immediately direct the publication of a press release according to the procedure set out in paragraph If, during said interviews or meetings, Inside Information or Confidential Data is inadvertently disclosed to the public without complying with this procedure, Communication and IR will notify the Financial Reporting Manager, Corporate and the Chairman accordingly, who will immediately direct the publication of a press release according to the procedure set out in paragraph Meetings with the financial community 15.1 During the meetings or conference calls with the financial community, the IR, with the support of Corporate, will ensure that: i) only data and information that have been previously disclosed to the market are disclosed; ii) parity of information among the various financial sectors and access also to financial press agents is guaranteed and, should that prove to be impossible, a press release on the topics discussed is published; iii) the date, place and agenda of the meeting as well as the related documentation are disclosed beforehand to Consob and to Borsa Italiana In the event that, during said meetings or conference calls with the financial community, Inside Information or Confidential Data is disclosed to the public without 15

16 complying with this procedure, the IR shall notify the Chairman accordingly, who will immediately direct the publication of a press release according to the procedure set out in paragraph Inside Information during the shareholders meeting In case of disclosure of Inside Information during the shareholders meeting, the Chairman will immediately direct the publication of a press release according to the procedure referred to in paragraph Active participation of Managers in conferences, meetings, courses and conventions 17.1 The Chairman authorises the Managers to take active part, in the capacity of speakers, in conferences, meetings, courses and conventions. In that case, the participating Manager shall disclose the place, date and topics of their participation to Communication, which will check for consistency between the latter information and that disclosed to the market through previous press releases In the event that, during said meetings, Inside Information or Confidential Data which may likely assume the character of Inside Information is disclosed to the public without complying with this procedure, the Manager of Communication, depending on the case, notifies the Chairman, who will immediately direct the publication of a press release according to the procedure referred to in paragraph Publication of information, documentation and other documents on the website 18.1 Communication shall publish all Regulated Information, additional economic and financial information, press releases, corporate governance procedures, documentation distributed at meetings with financial analysts and other corporate and information documents on the WDF website in the appropriate sections addressed to shareholders and analysts and investors in Italian and, where mandatory, in English Communication shall update the website on a constant basis and ensure that the information and documents provided are published on the latter only after the Company 16

17 has fulfilled all reporting obligations provided for by applicable regulations and that they remain published for a five-year period following their initial publication. 19. Internal Procedures of Relevant Subsidiaries The Boards of Directors of the Relevant Subsidiaries shall: i) approve this procedure; ii) manage and implement any updates of this procedure directed by Corporate; iii) appoint the person responsible for applying and implementing this procedure within the Relevant Subsidiaries and the related Subsidiaries. 20. Penalties 20.1 Failure on the part of Relevant Persons to fulfil the obligations provided for by this procedure and by the applicable regulations shall entail, in addition to the penalties envisaged by applicable law: i) for employees, the imposition of regulatory penalties under the Rules of Law and applicable collective bargaining; ii) for external assistants, the termination of the collaboration or consultancy relationship, according to what is set out in the related contract; iii) for Directors and Statutory Auditors, the notification by the Supervisory Body to the Board of Directors and to the Board of Statutory Auditors requesting the latter to take the most appropriate measures Internal Audit shall monitor compliance with this procedure and, in case of noncompliance on the part of employees, external assistants, or of Directors and Statutory Auditors, shall report to Corporate, to the Supervisory Body and to the Chairman, respectively The person appointed by the Relevant Subsidiaries under paragraph 19 (ii) shall monitor compliance with this procedure and report any infringements to Internal Audit, which will in turn report to the Supervisory Body and to the Chairman for adoption of the most appropriate measures based on local applicable law. 21. Modifications and supplements 17

18 The Information Officer, with the support of Corporate is responsible for keeping this procedure up to date and disclosing any updates to the persons concerned. 18