Organisational and administrative procedures for prevention of conflicts of interest

When producing Research, members of the Research Team must: 

1. provide an impartial evaluation;
2. prepare documents in a manner that is clear and in no way misleading, in accordance with the following guidelines:
   • facts must be kept clearly distinct from interpretations, evaluations, opinions, or from other types of non-factual information;
   • all sources must be reliable. Any doubt as to their reliability must be clearly stated;
   • all projections, all forecasts, and all price targets must be clearly indicated as such, as must the main assumptions made when formulating or applying such price targets.
3. use a sufficiently wide range of information on which investors may base their investment decisions;
4. refrain from receiving or requesting specific direct or indirect compensation from third parties in exchange for any opinions expressed.

In order to guarantee the independence and impartiality of judgement of financial analysts involved in the preparation of recommendations to be distributed to clients and/or the public, Equita SIM applies organisational and administrative procedures as well as a Conflict Policy. The measures adopted include the following: 

1. The Research Team is headed by two Managers who establish, designate and supervise the tasks of team members and coordinate and manage operations, ensuring that there is no overlapping of tasks that could potentially give rise to conflicts of interest;
2. The Heads of the Research Team report directly and exclusively to the Managing Director of Equita SIM and have the authority, resources and know-how required to perform their role;
3. Analysts work in separate offices from the rest of the company;
4. Computers, databases and general information and data prepared/applied by the Research Team are kept separate from those of the other offices. Moreover, analysts only have access to the information and data required to perform their specific tasks, by means of authorisation procedures using passwords;
5. Requests or instructions to collaborate with other Equita SIM departments that may potentially give rise to conflicts of interest under current regulations must be given solely by the Managing Director;
6. In dealings with Equita SIM's other departments, the Heads of Research and individual financial analysts must refrain from seeking, receiving or supplying information that may impact independence and/or impartiality of judgment in the production of reports and/or investment recommendations, or encourage unbalanced distribution of information both inside and outside of Equita SIM, generally observing the principles and rules of conduct established by the current Internal Procedures Manual;
7. Equita SIM has indicated – as operating standards for financial analysis – a series of common rules which, combined, form a further organisational measure to ensure the independence of judgment of the Research Team and of individual financial analysts, with specific reference to the remuneration of financial analysts and Heads of the Research Team (see Section 3);
8. Compliance with internal procedures and regulations is monitored by the internal control functions (Audit and Compliance) and by the Board of Auditors.

Performance appraisals and evaluations of analysts for the purposes of career advancement, remuneration, and promotions are based on judgements made by the Heads of the Research Team. More specifically, the Heads of the Research Team are responsible for evaluating analysts' performances and recommend their compensation based on various factors, including: performance and accuracy of Research, as well as analysts’ productivity and experience.
Analysts' remuneration must not be related, either directly or indirectly, to specific proprietary investment transactions or to primary market operations in which Equita SIM has played a role (as sponsor, for example). In addition, variable remuneration must not be related to the preservation of business relations with issuers forming the subject of financial analyses.
Equita SIM can nevertheless compensate analysts on the basis of, among other factors, the company's overall profitability, including income from trading and primary market activities (e.g. placement).

Analysts who publish Research are under the supervision of and report solely to the Heads of Research. Analysts do not report to and are not under the supervision of any member of the Trading or Primary Market teams. The Heads of Research report directly to the Managing Director.
Before publication, documents forming the Research are reviewed by one of the Heads of the Research Team. The purpose of this review is to check compliance with legal and regulatory requirements, as well as with in-house rules. Research is not subject to pre-publication review or approval by parties other than the Heads of Research, with the exception of possible periodical and random checks on a sample basis by the Compliance function.

The company has installed information barriers (“Chinese walls”) to the exchange of information between the Research Team and the Investment Banking Department. These barriers separate the two sectors in terms of logistics, information and organisation and the efficiency of the barriers is ensured by crossing procedures.
These barriers and crossing procedures enable the Research Team to conduct research and formulate recommendations (“ordinary course of business”) involving issuers subject to coverage, regardless of the fact that the Investment Banking department has access to privileged information involving the same issuers.

Equita SIM’s Internal Procedures Manual sets out policies and rules designed to ensure that:

• decisions on the timing of Research publication are not taken, or influenced, by persons with interests conflicting with those of Research recipients;
• the contents of the Research are circulated according to a previously established order, timing, and channels, as required by Article 69-novies of the Issuers' Regulation (Regolamento Emittenti).

More specifically, Equita SIM distributes Research primarily via e-mail (by means of a dedicated customer database system), with the aim of ensuring that the Research is made available simultaneously to similar categories of recipients. All Research documents are also sent to CONSOB (Italian securities & exchange commission) at the time of distribution.
Equita SIM's procedures prevent Research from being made available to the staff of the company's other departments, including traders and sales people, before it has been sent to clients.

All analysts’ investments and securities transactions are subject to in-house rules contained in the “Internal Code of Conduct”.

• Financial analysts are prohibited from engaging in transactions involving the equity financial instruments, or related products, of companies within their coverage area;
• The Heads of the Research Team are prohibited from engaging in transactions involving equity financial instruments or related products issued by the companies covered by the department itself; any exceptions may involve solely financial instruments issued by (or related to) issuers not covered directly by one of the Heads and upon the joint authorisation of the Compliance Function and Managing Director.

The Compliance Function may perform checks at any time to ensure compliance with these procedures.