ITALY Law and Practice Contributed by: Francesco Di Carlo and Filippo Raynaud, FIVERS Studio Legale e Tributario
of the rules applicable to companies listed on Italian multilateral trading facilities (MTF), which are set forth under the applicable listing rules. 1.2 Corporate Governance Legislation and Regulation The principal source of corporate governance require - ments for Italian companies is the Italian civil code (the “Civil Code”). The general corporate governance structure of each company is reflected in its deed of incorporation and by-laws. Each company may adopt further internal rules and policies on specific aspects of its corporate governance (eg, board internal regulation, shareholder meeting regulation). An Italian listed company is also subject to specific corporate governance laws, and most notably: • Part IV of the Unified Financial Code (“UFC”, Leg - islative Decree 58/1998), an overarching legislative decree regulating the financial sector; • second-level regulations issued by the Italian market authority, Consob (most notably, Consob Regulation No 11971/1999 on issuers); • Consob Regulation No 17221/2010 on related parties’ transactions; Articles 15 to 18 of Consob Regulation No 20249/2017, setting forth require - ments for listed entities in specific situations); • guidelines, Q&As and notices issued by Consob; and • further EU and Italian laws and regulations regard - ing specific aspects that may impact corporate governance, such as market abuse regulation (Regulation EU 596/2014 and relevant delegated and implementing EU and Italian regulations), and financial audit (Legislative Decree No 39/2010). The Italian Stock Exchange (Borsa Italiana S.p.A.) has also set forth specific corporate governance rules applying to any company whose securities are listed on its markets. Italian listed companies may also voluntarily decide to adopt corporate governance codes sponsored by regulated markets and/or private associations. As of the end of 2023, 97% of Italian companies on the reg -
ulated market managed by the Italian stock exchange, Borsa Italiana S.p.A. (representing 99% of market capitalisation of those companies) adopted the “Cor - porate Governance Code” of the Italian Corporate Governance Committee, which brings together issu - ers’ associations (ABI, ANIA, Assonime, Confindus - tria), the Italian Stock Exchange (Borsa Italiana S.p.A.) and professional investors’ association ( Assogestioni ) (the “Code of Corporate Governance”). Pursuant to Italian Law (ie, Legislative Decree 231/2001), a legal entity may be liable for specific crimes committed in their interest or to their benefit by individuals in senior positions or under their direc - tion or supervision. To avoid liability, an entity may adopt and effectively implement an “Organisational Model”, designed to identify and prevent the risks of commission of a long list of potential criminal offenses on behalf or in the interest of the company, establish protocols for decision-making and internal controls and appoint a supervisory body ( Organismo di Vigi- lanza ) tasked with monitoring the Model’s effective - ness and compliance. Companies operating in specific regulated sectors are also subject to EU and Italian corporate governance laws and regulation, including banks (eg, Bank of Italy Circular No 285/2013), insurance companies (eg, Leg - islative Decree No 209/2005), financial intermediaries and asset management companies. 1.3 Companies With Publicly Traded Shares Below is a summary of specific corporate govern - ance requirements applicable to listed SPAs, divided between mandatory and voluntary requirements. Mandatory Requirements Italian listed companies are subject to stricter and mandatory corporate governance requirements under Italian law, including on: • appointment of members of the board of directors and of the board of statutory auditors through a slate-voting mechanism, aimed at ensuring that the minority shareholders have a right to appoint at least one candidate (Articles 147-ter and 148 of the UFC);
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