Governance Information • Jul 28, 2021
Governance Information
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Document approved by the Board of Directors of Fiera Milano S.p.A. on 28 July 2021
| 1. BACKGROUND | |
|---|---|
| 2. OBJECTIVES | |
| 3. TERMINOLOGY AND ABBREVIATIONS | |
| 4. REFERENCES TO OTHER DOCUMENTS | |
| 5. ADOPTION, DISSEMINATION AND UPDATING | |
| 6. DIALOGUE TOOLS AND METHODS | |
| 7. GENERAL INFORMATION |
Fiera Milano S.p.A. (hereinafter "Fiera Milano" or the "Company") attaches great importance to establishing and maintaining ongoing, transparent and constructive dialogue with investors, with all of its Shareholders and, more generally, with the entire financial community. This all contributes to improving the level of understanding of the strategy and objectives of the Company and the Group it heads, of the results achieved and all financial and non-financial information relevant to investment decisions and the informed exercise of corporate rights. Interacting with Investors in accordance with current regulations and the principle of equal treatment also presents a valuable opportunity for discussion and exchange of information and opinions, and is a strategic lever for medium/long-term value creation.
Over the years, the Company has constantly maintained its relationship with Shareholders through Shareholders' Meetings, financial reports, press releases and other information published on the Website, and via a Function specifically dedicated to Investor Relations headed by the Investor Relations Manager.
In the interest of the Company and its Shareholders, the Board of Directors' intention with this Policy ("Engagement Policy" or "Policy") is to promote the best possible forms of dialogue with Investors, also in the light of market best practices and the recommendations of the Italian Corporate Governance Code (effective from 1 January 2021), to which the Company adheres.
The Engagement Policy has been prepared with the aim of ensuring that dialogue with Investors and, in general, with the entire shareholder community takes place in compliance with good corporate practices and current legislation, including legislation on the treatment of inside information, and that it is based on the principles of accuracy, transparency, timeliness and information symmetry.
This section provides the main definitions used in the application of the Engagement Policy.
Financial analysts, credit analysts, analysts of rating companies.
The holders of shares issued by Fiera Milano S.p.A.
Current and potential Shareholders of Fiera Milano S.p.A. as well as those who have an interest in the shareholding relationship, other financial instruments and rights deriving from shares, on their own behalf or on behalf of third parties, such as brokers, asset managers, institutional investors. In general, Investors can be categorised as follows:
Undertakings for Collective Investment in Transferable Securities (UCITS), mutual funds (securities, real estate, speculative), Sicavs, pension funds; insurance companies.
Professional investors are the legal entities defined by Article 6, paragraphs 2-quinquies and 2-sexies of the Italian Consolidated Finance Act (TUF), excluding Institutional Investors.
▪ Retail Investors
Investors other than Institutional Investors and Professional Investors.
www.fieramilano.it
The Engagement Policy is closely linked with the following documents:
The Investor Relations Function is responsible for the Engagement Policy, meaning it is in charge of preparing, monitoring, updating and disseminating it.
The Engagement Policy is effective from the date indicated in the header. Updates will be carried out every two years or whenever necessary. From the date of its issue, each subsequent update of the Policy cancels and replaces all previously issued versions.
The Policy is available on the Company's intranet in the "Procedures" section and is published on the Company Website.
in a timely manner and in accordance with the provisions of the "Procedure for the internal management and external communication of inside information and for the keeping of registers", in order to ensure compliance with EU and Italian regulations on market abuse.
To ensure information symmetry, the information and the procedures for accessing and participating in the conference call are included in the press release distributed to the public through the eMarket Storage system and published in the financial press releases section of the Company Website. The same applies to specific supporting documentation. Special conference calls may also be organised when major corporate transactions involving the Company are disclosed.
▪ Roadshows and events periodically organised by Borsa Italiana and/or by Italian and foreign brokers, attended by the Investor Relations Manager, the Chief Executive Officer and/or the CFO, and other managers of the Company selected by them. The Company's representatives meet Institutional Investors and other market players to illustrate e.g. the Company's strategy, the objectives set out in the Business Plan, the latest earnings and financial information, and any major corporate transactions
underway. These events are also a useful opportunity for the Company's representatives to understand Investors' opinions, expectations and requirements.
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