Euronext // 2021 Universal Registration Document
Presentation of the Group
Regulation
France As a market operator, Euronext Paris manages the Euronext regulated markets and MTFs in France. In accordance with Article L.421-10 of the French Monetary and Financial Code, Euronext Paris adopts rules for each of these markets to ensure fair and orderly trading and efficient order execution. The requirements for market access and admission of financial instruments to trading are also covered by these rules, which are approved by the Autorité des Marchés Financiers (“AMF”) and published on the market operator’s website. Euronext Paris markets are subject to the provisions of Article L.421-4 et seq . of the French Monetary and Financial Code, which authorises the French Minister of Economy to confer and revoke regulated market status upon proposal of the AMF, which must consult with the Autorité de Contrôle Prudentiel et de Résolution (“ACPR”). Italy Borsa Italiana is a market operator supervised by CONSOB. According to Articles 64 and 64-quarter of the Consolidated Law of Finance, CONSOB is responsible for the authorisation of the regulated markets and MTFs managed by Borsa Italiana as well as for the approval of any amendments to the rulebook of the regulated markets. MTS is authorised as operator of a wholesale regulated market for government securities according to Article 62 of the Consolidated Law on Finance. The Ministry of Economy grants the authorisation in agreement with the Bank of Italy and CONSOB. The Bank of Italy supervises the management of wholesale markets for government securities and on the soundness of the market rules without prejudice for CONSOB supervisory powers over financial markets. The Consolidated Law on Finance is supplemented by secondary legislative provision included in the “Markets Regulation” adopted by CONSOB and supervisory instructions issued by Bank of Italy applicable to wholesale markets for government securities. Euronext Securities Milan is the central securities depository for the Italian financial market. Euronext Securities Milan is authorised as CSD according to Article 79-undecies of the Consolidated Law on Finance since 18 December 2019. CONSOB and the Bank of Italy are the NCAs responsible for authorisation and ongoing supervision pursuant to Article 11, Sub-section 1, of Regulation (EU) no. 909/2014 (CSD-R). CONSOB, in accordance with the Bank of Italy, authorises the performance of the core and ancillary services in the capacity of central depository and the extension of the activities or the outsourcing of the services to third parties, pursuant to Articles 16 and 19 of Regulation no. 909/2014 and according to the procedure contemplated by Article 17 of the same regulation. Furthermore CONSOB, in accordance with the Bank of Italy, approves Euronext Securities Rules of Services at the time of the initial authorisation and any subsequent amendment thereof. CSDR is complemented by the domestic regulatory framework (Consolidated Law of Finance and Post-trading Regulation governing central counterparties, central securities depositories and central depository services).
To this end, Euronext has set up a framework to organise market monitoring by which it: n monitors trading in order to identify breaches of the rules, disorderly trading conditions or conduct that may involve market abuse; n reports breaches of rules or of legal obligations relating to market integrity to the competent authority. Market surveillance and monitoring are implemented through a two-step process consisting of real-time market surveillance and post-trade ( i.e. “next day”) analysis of executed trades. Euronext ensures member compliance with its rules by conducting on-site investigations and inspections. Borsa Italiana has not yet been integrated within the Group but operates under EU and local rules and regulations. Group-wide supervision and regulation The national regulators of Euronext’s markets (where Euronext holds a licence to operate regulated markets and/or MTFs granted by the relevant NCA and operates under its supervision) are parties to a memorandum of understanding (“MOU”) most recently amended and restated in December 2019 that established a “Euronext College of Regulators”. This provides a framework to coordinate their supervision and the regulation of the business and of the markets operated by Euronext. The Company commits itself to the MOU, to the extent that any obligations arising from the memorandum of understanding apply to the Company or its subsidiaries. Following the acquisition by Euronext of the Borsa Italiana Group, the Italian regulator CONSOB has joined the College of Regulators and a new MOU is being finalised. These regulatory authorities have identified certain areas of common interest and have adopted a coordinated approach to the exercise of their respective national rules, regulations and supervisory practices regarding listing requirements, prospectus disclosure requirements and ongoing obligations of listed companies. Belgium Euronext Brussels is governed by the Belgian Law of 21 November 2017 on the market infrastructures for financial instruments and transposing MiFID II. Euronext Brussels is responsible for matters such as the operation of regulated markets and MTFs and the admission, suspension and exclusion of members and has been appointed by law as the “competent authority” for listing matters within the meaning of the Listing Directive (Directive 2001/34/EC). Euronext Brussels is subject to the supervision of the Financial Services and Markets Authority (“FSMA”), an independent public authority which strives to ensure the honest and equitable treatment of financial consumers and the integrity of the financial markets. Denmark Euronext Securities Copenhagen is governed by Regulation (“EU”) no. 909/2014 (“CSDR”) and the Danish Capital Market Act (Danish Act. no 2014 of 1 November 2021 on capital markets). National regulation
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2021 UNIVERSAL REGISTRATION DOCUMENT
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