Offering Circular. - SFM

THE PORTFOLIO
Claims comprising the Portfolio have been selected on the basis of certain criteria, which are summarised
under “The Transfer Agreement and the Transfer Deeds” below and which were published on 28 July, 2004
in No. 175 Parte II of the Official Gazette of the Republic of Italy (Gazzetta Ufficiale della Repubblica
Italiana) and registered with the competent companies’ register as required by the Securitisation Law.
Introduction
The Healthcare System of the Region of Lazio
The Aziende Unità Sanitarie Locali (the “ASLs”) and the Aziende Ospedaliere (the “AOs”) were established
pursuant to legislative decree No. 502 of 30 December, 1992, as subsequently amended (“Decree 502”). The
ASLs result from the transformation into aziende with a public legal personality and commercial autonomy
of the unità sanitarie locali (entities which were previously providing healthcare services) and the AOs result
from the transformation of some other preexisting hospitals and other entities as referred to in article 4 of
Decree 502. Neither the ASLs nor the AOs have a corporate capital but have an endowment fund (fondo di
dotazione) established by the relevant region. The activities and functions performed by the ASLs and the
AOs must be carried out in an efficient and cost-saving way, in compliance with the applicable budgetary
constraints and with the provisions of national and regional legislation as well as according to the atti
aziendali (i.e. special programmatic resolutions) adopted by the general manager (direttore generale) of each
ASL and AO.
The ASLs and the AOs are obliged, inter alia, to prepare an annual and multi-annual financial budget as well
as an annual financial statement, to maintain accounting records to enable a comparative analysis of their
expenses, income and results of operations, to allocate their own resources and to determine means of
covering their deficit. Each of the ASLs and the AOs approves its financial statements within four months
following the end of each financial year. The annual and multi-annual financial budget together with the
annual financial statement of the ASLs and the AOs are subject to control by the relevant region. Pursuant
to regional law No. 18 of 16 June, 1994, as subsequently amended (“Regional Law No. 18”), the Region
has implemented the re-organisation of its healthcare service, including the establishment of the ASLs and
AOs, in compliance with the provisions of Decree 502. Articles 5 and 6 of Regional Law No. 18 established,
within the Region’s territory, the following ASLs and AOs: Azienda Unità Sanitaria Locale Roma A, Azienda
Unità Sanitaria Locale Roma B, Azienda Unità Sanitaria Locale Roma C, Azienda Unità Sanitaria Locale
Roma D, Azienda Unità Sanitaria Locale Roma E, Azienda Unità Sanitaria Locale Roma F, Azienda Unità
Sanitaria Locale Roma G, Azienda Sanitaria Locale Roma H, Azienda Unità Sanitaria Locale Frosinone,
Azienda Unità Sanitaria Locale Latina, Azienda Unità Sanitaria Locale Rieti, Azienda Unità Sanitaria
Locale Viterbo, Azienda Ospedaliera San Camillo – Forlanini – Spallanzani, Azienda Ospedaliera San
Filippo Neri and Azienda Ospedaliera San Giovanni – Addolorata. Furthermore, article 6 of Regional Law
No. 18 states that new AOs may be established through a Regional Board Resolution (Delibera della Giunta
Regionale).
Pursuant to Decree 502 and Regional Law No. 18, the corporate structure of the ASLs and the AOs includes
a general manager (direttore generale) and a board of auditors (collegio dei revisori). The general manager
(direttore generale) is responsible for adopting the atti aziendali and for the management of the ASLs/AOs.
In the performance of his duties the general manager (direttore generale) is assisted by an administrative
director (direttore amministrativo) and a healthcare director (direttore sanitario) both appointed by him, who
are directly responsible for the functions they have been delegated and have decision-making responsibilities
together with the general manager (direttore generale). The general manager (direttore generale) is also in
charge of decisions relating to the entering into of loans and borrowings within the limits set forth in the
applicable regional and State legislation. Regional Law No. 18 provides that the board of auditors (collegio
dei revisori) of each ASL and AO is composed of three members; one appointed by the Regional Board
(Giunta Regionale), one by the Ministry of the Economy and Finance and the third by the local conference
of municipalities for healthcare matters. The board of auditors (collegio dei revisori) supervises the
conformity of the ASLs and AOs accounts with applicable standards and it is entitled to make comments on
the resolutions of the general manager (direttore generale) as well as conduct on-site examinations of any
ASLs or AOs corporate documents. Pursuant to article 23 of the Regional Law No. 18, any movable and
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