The Company has been using for some time a procedure for the internal management and external communication of documents and information concerning Edison, with special emphasis on insider information. This procedure, which is an integral part of Model 231, was revised in 2006 by the Board of Directors, acting upon a proposal by the Oversight Board and based on the findings of a preliminary review by the Audit Committee, in order to make it more responsive to changes in statutory requirements introduced by the inclusion into the Italian legal system of EU regulations on market abuse. It was further amended in 2010 to address certain operating needs that arose in the course of its implementation.
One of the functions of this procedure was to specify the functions, responsibilities and operating procedures that apply to the management of insider information (including both insider information “in process” and those for which a market communication obligation already exists), taking into account how insider information should be verified and data should be entered in the Insider Register; the treatment, internal circulation and communication to outsiders (when certain conditions are met) of insider information; and the communication of insider information to the market in accordance with the deadlines and methods set forth in current regulations.
All members of the corporate governance bodies, employees and
associates of Edison and its subsidiaries who have access to
insider information are required to comply with the abovementioned
All of the abovementioned parties are required to comply with
the following obligations:
• They shall safeguard the confidentiality of documents and information obtained in the course of their work and, more specifically, make sure that the sharing of documents containing insider information,whether internally or with third parties, is handled will all necessary attention and care;
• They shall never communicate to anyone, unless required to do so for work reasons, insider informationof which they may become aware in the course of their work;
• They shall require that the owners of a project and/or a significant asset (normally the manager incharge of a department or office) and third parties to whom insider information is disclosed in connectionwith an assignment sign a confidentiality agreement, which, among other covenants, may require themto maintain an Insider Register, if applicable;
• They shall promptly inform the applicable Company Compliance Office of any act, action or omissionthat may constitute a violation of this Procedure.
Insofar as roles and responsibilities are concerned, Senior
Management has Group-wide responsibility for distributing to the
market press releases that contain insider information and for
activating the procedure used to embargo the disclosure of insider
information to the market, when applicable.
Heads of departments, offices, business units or subsidiaries are responsible for identifying the existence of insider information and implementing all security measures required to ensure that insider information is treated confidentially and segregated, limiting its circulation only to those parties who need access to it to perform their job or assignment.
In addition, senior managers and other management personnel (each for the information over which he or she has jurisdiction) must inform employees and outsiders who possess insider information concerning the Group of the nature of the information they possess and must ensure that all outsiders who receive insider information are required pursuant to law, Company Bylaws or contract to respect the confidentiality of the documents and information they are receiving, verifying, when applicable, the existence of secrecy/confidentiality clauses or commitments.