ITALY Law and Practice Contributed by: Francesco Fonderico, Elettra Monaci, Eugenio Fidelbo and Marco Pellizzola, Ambientalex Studio Legale
sion via the “Guidelines on non-financial reporting” (Communication 2017/C 215/01). Regulation (EU) 2019/2088 (the “Sustainable Financial Disclosure Regulation” – SFDR), Regulation (EU) 2020/852 (the “Taxonomy Regulation”) and Directive (EU) 2024/1760 on corporate sustainability due diligence (the so-called “CSDDD”) may be considered as (indirect) implemen - tations of such non-binding tools. It is noteworthy that EU institutions have implemented TCFD recommen - dations through regulation – ie, self-executing acts. Prior to such recommendations and regulations, the EU co-legislature issued the Non-financial Reporting Directive (EU) 2014/95 (NFRD), amending Directive (EU) 2013/34 (the “Accounting Directive”) which has been transposed into Italian legislation by Legislative Decree No 254/2016. At the regulatory level, Italian institutions have appeared more prompt to embrace TCFD guidelines autonomously. For instance, the National Institute for the Supervision of Insurance ( Istituto per la Vigilanza sulle assicurazioni – IVASS) issued Regulation No 38/2018 on the system of governance of insurance undertakings and groups. Regulation No 38/2018, among other provisions, aims at rationalising the existing regulatory framework; it also introduced new provisions relating to social and environmental factors in the definition of the strategic plan and the activities of insurance undertakings. In particular, Article 4 (2) establishes that the controls relating to the corporate governance system shall cover each type of corporate risk, including those of an environmental and social nature, “generated or borne”. Article 47 (2)(b) also stipulates that those undertakings may introduce remuneration systems, for the variable component, based on non-financial indicators, such as criteria based on social and/or environmental performance or the management of customer service. Further, the 2024 Report on Non-Financial Reporting by Italian Listed Companies (published in July 2025), prepared by the National Commission for Companies and the Stock Exchange (CONSOB), reported that many companies had also followed the TCFD guide - lines on the disclosure regarding climate-related risks and opportunities.
It is difficult to assess the impact of the influence of civil society on investment and industrial operational decisions. However, according to the Bank of Italy’s Occasional Paper No 545/2020 and the subsequent action plans adopted in 2025, so far there has been little growth in awareness of the risks linked to climate change and the opportunities linked to the transition towards a low-carbon economy. 4.2 Directors’ Climate Change Liability Italian legislation does not provide for a specific form of liability related to the impacts of climate change. National legislation only includes some provisions, relating either to civil/administrative or criminal liability in cases of significant adverse impacts on certain nat - ural resources (respectively, liability for environmental damage and for environmental criminal offences). With regard to climate change litigation, the Civil Court of Rome recently held inadmissible an action brought by some environmental NGOs to declare the civil liability of the Italian state for failing to properly fulfil its inter - national obligations under the Paris Agreement. The Court dismissed the lawsuit as it has no jurisdiction to hear the case insofar as it concerned the exercise of political or administrative discretion. The Environmental Liability Directive 2004/35/EC (ELD) was transposed into national legislation by the ECA (see Articles 298-bis–318). “Environmental dam - age” means a measurable adverse effect on: • protected species and natural habitats; • water, including marine waters; and • land (Article 300 ECA). On the other hand, pursuant to Criminal Code Articles 452-bis and ff, the scope of environmental criminal lia - bility is broader, since the criminal offences provided therein also encompass harm to air and ecosystems. Environmental liabilities for damages as well as for criminal offences are thus not specifically referred to in climate change legislation. That said, both may be deemed as protecting some of the natural resources encompassed by climate change legislation.
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