Asset management companies
Asset Management Companies (AMC) are corporations with general management that act as financial intermediaries authorized to provide collective asset management services.
AMCs perform many activities, including:
- the establishment or promotion of mutual funds;
- the management on an individual basis of investment portfolios on behalf of third parties;
- the establishment and management of pension funds;
- the custody and administration of UCIs (undertakings for collective investment);
- investment consulting on financial instruments.
To begin to operate in Italy, an AMC must be authorized by the Bank of Italy, which in turn consults with Consob, and its activities are regulated by the Ministry of Economy and Finance.
A brief history
In 1998, with European Directive 85/611/EEC, AMCs were introduced in Italy, along with analogous institutions in the other Member States of the European Union.
The directive in question intended to harmonize the regulations of Member States which regard some types of undertakings for collective investment in transferable securities (UCITS).
In this manner, the marketing of UCITS funds in the Member States other than the state in which authorization was initially issued is facilitated, protecting investors.
In Italy, the reference regulatory text is Legislative Decree no. 58 of 24 February 1998 (TUF or the Consolidated Law on Finance).
Asset management companies may perform collective asset management services in two distinct ways:
- as a promoter, therefore through the promotion, establishment and organization of mutual funds and administering relations with participants;
- as a manager, or by managing the assets of a UCI (undertaking for collective investment) established by them or by third parties, through investments in financial instruments, receivables or other assets.
To carry out their activities, asset management companies may assign certain investment decisions to intermediaries or delegate some management services to third parties, without however depriving the role of the AMC of meaning, as it is in any event responsible for the actions of the delegated parties with respect to fund participants.
Asset management companies also have the right to operate abroad, both in EU States and in non-EU States, following different authorization procedures.
To provide collective asset management services, it is necessary to follow certain rules, establishing a new entity or opening a branch of an existing foreign bank or financial company.
European intermediaries may carry on their business in two manners:
- with a permanent establishment, or a branch, which represents an extension of the parent company, not a separate legal entity. For EU managers, it is not necessary to obtain the authorisation of the Country’s Central Bank (e.g. Bank of Italy), rather it is sufficient for the competent authority in the country of origin to notify the Central Bank;
- without a permanent establishment, therefore without a permanent physical presence in Italy. Also in this case, a notification to the Central Bank by the competent authority in the country of origin is sufficient.
To authorize a party to provide collective asset management services, analyses are performed to verify the capital strength of the initiative and the transparency and adequacy of its ownership structure.
CONSOB in Italy or FCA in UK instead evaluates transparency aspects and the fairness of conduct.
The Central Bank (e.g. Bank of Italy) is also responsible for some verifications, evaluating the fulfillment of requirements set forth by law for investors holding at least 10% of the shares or voting rights.
In Italy, the elements taken into consideration are integrity, based on the Decree of the Ministry of the Treasury no. 469/1998, and reputation, expertise and financial strength, based on the secondary provisions contained in the Regulation on collective asset management issued by the Bank of Italy on 19 January 2015.
It is ensured that the ownership structure is not such so as to hinder the effective exercise of supervisory functions.
Thus, links of any nature whatsoever between shareholders and parties that could compromise sound and prudent management by the intermediary are also analyzed.
It is necessary to submit a plan of activities, which is evaluated by the Bank of Italy based on two criteria:
- sustainability, taking into account the investments required to launch activities and the transaction volumes that the intermediary intends to reach;
- the capacity of the intermediary to respect capital requirements since the start of operations.
The Bank of Italy also verifies the governance of the applicant, to ensure that it is capable of guaranteeing governance of the risks to which the intermediary is exposed, in line with expected size and activities, and that it is clear in the division of duties between company bodies and in relations with shareholders.
It also verifies the professionalism and integrity of the corporate officers, in particular as regards criminally relevant situations.
The officers must have also already performed business administration or control activities, university teaching or administrative or executive functions in public institutions.
The presence of independent directors may be useful to reduce the risk of conflicts of interest, therefore it is seen as a positive aspect by the Bank of Italy.
The verification of the fulfillment of all of these requirements is carried out by the management body of the intermediary, which transmits a copy of the minutes of the meeting during which it was conducted. If the minutes are very detailed, it is not likely that the Bank of Italy will require further information. Otherwise, the Bank of Italy may perform its own investigation, also requesting complete documentation.
One of the verifications performed is the assessment of internal systems, including the IT system, which must ensure effectiveness and proper operations, so as to impeccably fulfil all periodic supervisory reporting requirements.
Aside from the classic AMCs, there are other financial intermediaries authorized to provide collective asset management services:
- stock brokerage firms;
- insurance companies.
SICAVs are joint stock companies that exclusively manage the collective investment of their own resources, which they raise by placing shares of the company itself with the general public.
In order to operate, SICAVs must have a registered and general management office in Italy.
A SICAV may perform the same associated and instrumental activities as AMCs, but they may delegate the management of their assets only to an AMC. The difference between a SICAV and an AMC is that the customers of SICAVs acquire the status of shareholder with all of the ensuing rights and responsibilities.
The Bank of Italy has a dedicated register of all authorized SICAVs.
Stock brokerage firms
Stock brokerage firms were introduced in Italy in 1991 and are authorized to carry out investment activities on an individual basis on own account as well as for third parties.
They have the possibility to carry out asset management activities for their own customers, aside from offering financial instrument trading and asset management product placement services.
For the placement and sale of their services, stock brokerage firms often rely on a network of financial advisors.
Banks may raise financial resources from investors in two manners:
- directly, through bank accounts, certificates of deposit, etc.;
- indirectly, through the placement of asset management products, such as UCIs and portfolio management.
Credit institutions may also offer investment services and activities to the general public and the market, such as trading on own account or for third parties, placement, individual portfolio management and investment consulting.
Some companies operating in the insurance sector are authorized to establish and manage open pension funds and place insurance policies and financial products in the market.
The MiFID II regulation
MiFID II is the European regulation that entered into force in 2018 which governs European financial services and acts as an expansion of the previous MiFID I as regards the provision of investment services, the protection of retail investors, the definition of independent consulting services and the adequacy of communications.
This regulation governs:
- the specificity of the customer target for which the financial product is intended, which must thus be designed to meet its needs. The distribution channel needs to act as a consequence;
- the training of personnel, so that financial companies must be able to guarantee that their service is offered by personnel knowledgeable about the products offered;
- incentives, which cannot call for the operator to recommend a specific financial instrument to the customer, giving it precedence with respect to a product more suited to meet customer needs;
- the adequacy of the products for which it is possible to provide a simple execution service, that is without evaluating the adequacy of the transaction, for which the rule is stricter than in the past;
- the reinforcement of supervisory authorities, which may prohibit or limit the sale and placement of certain financial instruments if they believe that they expose investors to excessive risks;
- the use of independent consultants, of which the company must promptly inform the customer;
- communications, which must be clear on both sides. Indeed, it will be necessary not only for the company to provide all accurate information to the customer, but also for it to understand the actual knowledge and needs of the customer, to which it will have to illustrate the reasons and risks of the investment in detail;
- transparency on costs and expenses, which must be indicated in aggregate form, including the cost of consulting, if possible once per year.
Editor’s note: This article describes asset management companies with particular focus on the Italian regulation. Although there are common EU laws, regulation may vary from country to country. For further information visit your Country’s Central Bank and Conduct Authority websites, or contact your bank or investment banker.