1.
THE CONSOB
WHAT IT IS, WHAT IT DOES
AND WHY IT IS IMPORTANT
January 2022

2.
WHAT IT IS
The Commissione Nazionale per la Società
e la Borsa (CONSOB) is an Independent
Administrative Authority that oversees
the Italian financial markets in order to
protect investors and ensure the market’s
proper functioning. The CONSOB:
› monitors the transparency and proper
conduct of financial intermediaries;
› provides investors with the information
they need to make well-informed choices;
› guarantees effective trading by ensuring
price quality and the certainty of the
contracts closed on regulated markets;
› sanctions regulatory non-compliance.

3.
WHEN IT WAS ESTABLISHED
The CONSOB was established in 1974 (L. 216/74)
to monitor securities market, and activity which
until then had been performed by the Ministry of
the Treasury, and to control the listed companies.
In 1985 it became an independent authority,
i.e. with no government supervision or
recommendations, and it is a juridical person
and independent in terms of its organisation
and operation (L. 281/1985).
By 31 March of each year, it submits an
Annual Report to the Ministry of the Economy
and Finance, which is later forwarded to the
Parliament with its observations by 31 May.

4.
ORGANISATION
The CONSOB centres on a
Commission, made up of the chairman
and four members, appointed by
decree of the President of the Republic
and on the recommendation of the
Prime Minister.
Their term lasts seven years and is
non-renewable. Decisions are made
through majority rule, although in
some cases a qualified majority is
required.

5.
THE PRESIDENT
The President represents the CONSOB
in relations with other institutions.
The President also supervises preliminary
activities, calls Commission meetings and
directs its work.
The President coordinates the CONSOB
offices and gives operational instructions.
The President is Professor Paolo Savona.

6.
COMMISSION MEMBERS AND OFFICE
The Members of the Commission,
who must have specific skills and
experience, take part in Commission
sittings and make collective decisions.
They can submit proposals regarding
the Commission’s activities and
the operation of the Authority’s
organisational structure.
The Commission Members are:
Giuseppe Maria Berruti, Carmine
Di Noia, Paolo Ciocca, Chiara Mosca.
The CONSOB is organised in 10
Divisions and a Legal Advice Office,
as well as numerous internal offices.
The Director General is responsible for
coordinating the entire structure.
Its main office is in Rome, but there is
also an operational office in Milan.

7.
REGULATORY TASKS
The CONSOB regulates:
› the conduct of financial
intermediaries and consultants
before investors and the
self-regulatory body (OCF), which
is competent for the management
of the register on which financial
advisors are enrolled;
› the portfolio management of
investment management companies
and their obligations;
› the drafting of prospectuses and
take-over bids documents and the
related operational procedures;
› the disclosure obligations of listed
companies;
› the requirements of regulated
market operators and investment
management companies;
› arbitration to settle financial
disputes through the Arbiter for
Financial Disputes (ACF).

8.
AUTHORISATION TASKS
The CONSOB authorises:
› the paperwork for initial public
offers (IPOs) and checks that the
information is complete, coherent
and comprehensible;
› the operation of regulated
markets: it authorises limited
companies to operate regulated
markets and puts them on
a register only if they meet
specific financial criteria, have
administrative and internal audit
bodies and a business plan;
› the Regulation of each
regulated market;
› the listing of financial
instruments issued by regulated
market management companies;
› registration in registers.

9.
CHECKING TASKS
The CONSOB checks:
› the information disclosed by listed
companies, ownership transparency
and accounting documents. It can also
request supplementary information,
perform inspections and ask for
clarification;
› appeals for public investment: it performs
a preliminary check of the contents and
methods used to disseminate prospectuses
and take-over bids documents, then later
checks to ensure the rules have been
followed during operations.
.

10.
The CONSOB monitors:
› regulated markets and market
operators. It adopts measures to
ensure transparency, proper trading
and investor protection. In the
event of non-compliance with its
regulations, it can issue pecuniary
sanctions;
› trading on regulated markets,
paying special attention to insider
trading, i.e. when confidential
information is used to perform
operations using listed financial
instruments;
› trading systems other than
regulated markets. In such case,
the CONSOB can:
› identify minimum regulatory
requirements;
› suspend or exclude the trading of
financial instruments admitted to
listing;
› regulate the publication of
information on listings and orders;
› authorised intermediaries;
› other.
MONITORING TASKS

11.
COMMUNICATION TASKS
CONSOB creates initiatives to
spread awareness of the rules
of the securities market among
investors so they can better
protect themselves:
› answers questions on the
interpretation of financial
regulations, posed mainly
by market operators, trade
associations and investors;
› receives complaints regarding
irregular incidents or misconduct.
The CONSOB cannot directly
protect financial rights so those
who file complaints must take
their complaints to the judicial
authorities. The CONSOB can only
apply pecuniary sanctions;
› has a Public Relations Office
which provides information;
› offers investor education on its
website, supplying tools to learn
more about financial products and
help guide investment decisions;
› publishes an online Bulletin with
measures, decisions and other
news on its activities.

12.
SOME IMPORTANT CASES
The CONSOB is a very important institution, but not many
people outside the financial sector know what it does.
However, there are times when it has ended up in the
media spotlight. Let’s look at some recent cases.

13.
JULY 2021
The office of the Juventus football
club was inspected to find
documentation and information
relating to revenues from the
management of players’ rights
revenues from players’ rights
“
i.e. capital gains in the footballer
market.
In particular, in its consolidated
financial statement, Juventus only
recorded 43.2 million in
“
The investigation is still underway.
the decrease is mainly due to lower
capital gains from the definitive
disposal of players’ registration
rights (-135.7 million), partly related
to the extremely difficult economic
context for the sector due to the
pandemic.
128.8 million less than the 172
million reported the previous year
(-75%). It stated that:
“

14.
DECEMBER 2021
The consultation on the BoD of Italian
financial services company Assicurazioni
Generali. Some shareholders (including
Gruppo Caltagirone, Leonardo and
Fondazione CRT) went to the CONSOB
to ask if it was lawful for the outgoing
BoD to indicate the members of the new
BoD that should take office in April 2022.
Their intent was clearly to delegitimise
the work of the outgoing BoD. In the
CONSOB’s assessment, this move of
the outgoing BoD may
present some risks, in terms of lack of
transparency […] resulting in possible
alterations in the mechanisms of fair
competition between lists.
“
Because of this, it opened a Consultation
procedure for all stakeholders to submit
their comments. Critics insinuated that,
on this very thorny issue, the CONSOB
‘decided not to decide’.
In January 2022, following the
Consultation, the Authority published
a Warning notice on the on the critical
aspects relating to the presentation of
the list of candidates by the outgoing
Board of Directors and indicated
some measures to mitigate these
shortcomings.

15.
FEBRUARY 2017
Diamonds are not a financial
product but, according to the
CONSOB, under some conditions
(promised returns, buy-back
obligations, profit making, etc.) they
can be considered as such.
And indeed, after receiving alerts from
consumers reporting diamond sales
on the web and at bank counters
at greater than market prices, the
CONSOB, along with the Bank of Italy
and the Italian competition authority
AGCM, started an investigation
and sanctioned, the company
Paydiamond, interrupting its business
activities, for lack of transparency
and failure to provide complete
information to the public.

16.
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