ITALY Law and Practice Contributed by: Francesco Di Carlo and Filippo Raynaud, FIVERS Studio Legale e Tributario
• appointment of a minimum number of independent directors in the board of directors; • rules to ensure gender diversity in the board of directors and the board of statutory auditors (ie, at least two-fifths of their members must be of the “less-represented gender”); • stricter integrity requirements for directors; • appointment of a financial reporting officer respon - sible for fair accounting and financial disclosures (Article 154-bis of UFC); • the adoption of a policy on related parties’ transac - tions (Consob Regulation No 17221/2010); • the adoption of internal rules and procedure to comply with market abuse regulations (eg, rules on insider list and internal dealing, management of inside information) and disclosure obligations of inside information; • lower quorums for shareholder meetings and thresholds for the exercise of shareholders’ rights (eg, right to call a meeting and submit voting pro - posals) and to initiate derivative suits and challenge shareholders’ resolutions; • specific rules on proxy voting and participation through a “designated representative”; • binding shareholders’ vote on the remuneration policy of the company and non-binding sharehold - ers’ vote on directors’ remuneration (so-called say-on-pay); • wider disclosure obligations with respect share - holder meetings (eg, obligation to include a report on the items on the agenda) and longer notice period; • additional reporting obligations, including semi- annual financial reporting (see 6.1 External Audi- tors ), annual “report on corporate governance and ownership structure” and “remuneration report”; and • increased transparency on shareholder ownership and shareholders’ agreements. Even Italian companies listed on an Italian MTF are subject to stricter and mandatory corporate gov - ernance requirements under Italian law than those applicable to non-listed companies. For instance, an Italian SPA that intends to be listed on the Euronext Growth Milan market (a MTF managed by the Italian Stock Exchange) must comply with specific corporate
governance rules set forth in the relevant listing rules, including for instance: • appointment of at least one independent director; • the adoption of a policy on related parties’ transac - tion; • mandatory shareholders’ vote for major business transactions; and • disclosure obligations (in addition to those applica - ble pursuant to mandatory EU and Italian laws on market abuse). In addition to the requirements above, companies operating in specific regulated sectors (eg, banks, financial intermediaries and asset management com - panies) are also subject to additional corporate gov - ernance requirements under EU and Italian laws (eg, appointment of board committees). Voluntary Requirements As indicated above, the large majority of Italian listed companies have adopted the Code of Corporate Gov - ernance. Adoption of the rules of the Code is voluntary; an issu - er that has formally adopted the Code of Corporate Governance may decide not to comply with specific rules of the Code, if it provides an explanation thereof (so-called comply-or-explain principle). Each listed company must indicate in an annual “report on corporate governance and ownership structure” whether it has adopted a corporate governance code and highlight and explain any decision to depart from any of its provisions. The Code of Corporate Governance includes sev - eral principles and recommendations, including for instance on: • the role of the board to pursue “sustainable suc - cess” and promote dialogue with shareholders and other stakeholders; • the adoption of a procedure for the internal and external management of documents and informa - tion concerning the company (including inside information); • the board’s composition and diversity;
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