Rapporto FIN-GOV sulla Corporate Governance in Italia

[Autom. eng. transl.] This Report analyses corporate governance and sustainability of Italian listed companies. The topics analysed are: composition and functioning of the Board of Directors, independence of directors (and auditors), investor dialogue policies, board committees, remuneration policy, disclosure on sustainability. Particular attention is paid to the application of Law 5/3/2024 n. 21 (so-called capital law) containing provisions aimed at "Simplification of access to and regulation of capital markets". The main conclusions can be summarised as follows: a) For the first time in many years, the balance between IPOs and delistings is positive, which has led to a very slight increase in the number of listed companies. The quality of corporate governance varies greatly: in general (and not without exceptions) it is better among large companies, especially if widely held or public, while it is more formal in small companies, especially if concentrated and/or family-controlled. b) The Corporate Governance Committee (CG) has drawn the attention of issuers to various points: a) approval of the business plan, also in light of sustainability issues; b) pre-board meeting information; c) guidelines on the qualitative and quantitative composition of the Board of Directors; d) disclosure on the purpose of the increased vote and its effects on ownership structures and future strategies. Improvements have been noted in various aspects: a) publication (and timeliness) of guidelines on the composition of the Board of Directors; b) transparency on managers' participation in board meetings; c) justification for the choice to assign powers to the chairman; d) disclosure of the criteria adopted to assess the independence of directors; e) transparency on multi-year incentive plans. On the other hand, the Committee's calls have had little success in other areas: a) disclosure on the approval of the business plan, often limited to boilerplate information; b) analysis of sustainability issues in the preparation of the plan; c) limits on the circulation of information for "confidentiality" reasons; d) dissemination of an executive summary on the remuneration policy; e) disclosure of the ESG objectives set for management. Lights and shadows shows the disclosure on the introduction of the increased vote. c) The capital law has brought innovations in three main areas: a) exclusive use of the "designated representative" in the meeting; b) list of the Board of Directors; c) strengthening of the multiple vote and the increased vote. Despite extremely short timeframes, 53 issuers (more than ¼ of the total) have already adopted the new provisions regarding the designated representative, almost always in the soft version that allows the Board of Directors to opt for its use from time to time. In the companies most subject to the scrutiny of institutional investors, the proposal has been presented rarely (12% in the FTSE Mib, 17% among financial companies, 8% among large non-concentrated companies). In some companies the proposed resolution was rejected (3 cases) or was approved with a narrow majority (another 3 cases). Fin-Gov has analyzed the topic of the Board of Directors list elsewhere (Belcredi-Bozzi 2024). In 2024, only two companies have introduced this possibility in their bylaws. Indeed, the substantial disappearance of such lists is foreseeable, unless last-minute changes are made to the capital law. Only 7 companies have introduced the increase and/or super/increase of the voting rights of stable shareholders. The proposal has always been approved, although in 2 cases with a narrow majority. In one case, the double votes already held by the controlling shareholder were decisive in approving the super-increase. The proposal always (or almost always) reports the motivation, the expected effects on the structure