Sustainable finance

Green bonds, government green light for economic and reputational sanctions

The legislative decree that will amend the Consolidated Law on Finance has been approved. Publication in the Official Journal is awaited. Consob is the authority that will supervise

by Vitaliano D'Angerio

3' min read

Translated by AI
Versione italiana

3' min read

Translated by AI
Versione italiana

The Meloni government's go-ahead for the amendments to the Testo Unico della Finanza (Tuf) that establish economic and administrative sanctions for companies issuing European green bonds in the event of violations of the stringent (2023/2631) Brussels regulation. It will also be Consob that will authorise and supervise the relevant documentation, in cooperation with Bankitalia and Ivass if a bank or an insurance company issues the bond. The (a legislative decree) approved on 29 January by the Council of Ministers is currently being published in the Official Journal.

Fines

The European regulation is a type of measure that is immediately enforceable: there is no need for transposition by the EU states. The measure 2631 on European green bonds has therefore already been in force since 2023: at the end of January 2025, the first company in Europe to issue a green bond of this type was the Italian A2A. There was, however, a need for rules of connection with the Tuf and, above all, the supervisory authority and sanctions had to be specified. A legislative decree was therefore needed for these changes, which has finally arrived.

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Monetary sanctions for issuing companies range from EUR 5 thousand to EUR 500 thousand or up to 0.5 per cent of turnover 'when this amount exceeds EUR 500 thousand'. Monetary sanctions of between EUR 5,000 and EUR 50,000 are also provided for natural persons or 'corporate officers and staff of the company or entity responsible for the violation'.

Reputational Sanctions

However, this is not the end of the story because Consob can additionally (or alternatively) apply administrative sanctions, which in this case affect the reputation of the issuing company.

The authority can in fact order the company to cease the misconduct, such as the improper use of the label 'European Green Bond' (Eu Gb); Consob can even temporarily ban the use of the label. The heaviest sanction, however, is the publication on the company's website of the authority's order with the name of the sanctioned party.

Consob and greenwashing

The European green bond regulation and the new rules included in the Tuf have as a fundamental objective to avoid the phenomenon of greenwashing. And Consob acts as the guarantor of transparency against this risk, ensuring that investors have certainty that the proceeds raised by the issuing company are actually used for the announced projects.

The EU green bond regulation is in fact much more stringent than the criteria set by the Icma, the international capital market association. In the latter case, in fact, there is a self-regulation code that is complied with by private and public entities; even European states have in fact already issued government bonds in compliance with the Icma criteria. The only sanction, however, is that of the market: if the company or state does not direct the proceeds towards the project indicated in the bond prospectus, the element of trust on the part of investors will be lost.

In the case of the EuGb, the acronym decided by Brussels for this type of bond, there are sanctions and an authority that continuously monitors. In fact, the issuing company or state in this case must publish an ex ante report on the projects to be financed. In addition to enclosing the certification of a third auditor who will validate the content of the document. In addition, a further progress report must be published every 12 months from the start of the operation. Finally, once the financed project is completed, an impact report will have to be published, which will have to provide a series of measurable environmental parameters and results of what has been achieved. Consob and the market will monitor all these steps.

First Green Subordinated Bond

In parallel with the changes to the Tuf, there are important novelties on the issuer side. The protagonist of these novelties is the Terna group, which on 3 February announced that it had 'completed the placement of a perpetual, subordinated, hybrid, non-convertible European Green Bond with a nominal value of EUR 850 million, intended for institutional investors,' reads a Terna note. This is the first issue in Italia of a green bond with such characteristics. "The bond," the statement explained, "is structured in a single tranche and pays a fixed annual coupon of 3.875 per cent" until 2 February 2032. From that date, if early redemption has not taken place, other mechanisms for calculating the annual interest will be applied to the bond.

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