ITALY Law and Practice Contributed by: Francesco Di Carlo and Filippo Raynaud, FIVERS Studio Legale e Tributario
• the appointment of independent directors and annual assessment of their independence; • the adoption of internal rules and procedures that define the functioning of the board and its commit - tees; • the appointment of a “lead independent director” in specific instances, who has the task of collecting and co-ordinating the requests and contributions of non-executive directors and co-ordinating the meetings of the independent directors; • the appointment of board committees with inform - ative, propositional and consultative functions, and in particular: (a) a Control and Risk Committee; (b) a Remuneration Committee; and (c) a Nomination Committee; • conducting of a periodic self-assessment by the board; • guidelines for remuneration policies for executive directors and top management; and • the adoption of an internal control and risk man - agement system. 1.4 Stock Exchange Requirements Developments Recent changes to the Italian regulatory framework have not materially altered the admission require- ments for listing, but they have significantly affected the corporate governance framework applicable to listed companies and, to a certain extent, companies traded on Italian MTFs. The most recent and relevant developments stem from the 2026 comprehensive reform of the UFC intro - duced by Legislative Decree No 47 of 27 March 2026, which pursued, inter alia, a broader simplification and competitiveness agenda while also introducing addi - tional governance safeguards in areas such as share - holders’ meetings, remuneration, internal controls and risk disclosure. In particular, disclosure requirements have been expanded. Listed companies must now include, in their corporate governance report, where such poli - cies have been adopted, a description of policies con - cerning the use and monitoring of new technologies, including artificial intelligence, within their administra - tive, organisational and accounting structures. They
must also disclose, where adopted, policies relating to the management and monitoring of IT and cyber - security risks. The reform also affects remuneration disclosure. In particular, it clarifies that the remuneration report to be submitted by the board of directors to the sharehold - ers’ meeting in connection with the approval of the annual financial statements must include, at a mini - mum, the company’s remuneration policy with respect to directors, general managers, strategic managers (unless otherwise provided in the by-laws) and mem - bers of the control bodies. The new framework also allows the by-laws to provide that the shareholder vote on the remuneration policy is non-binding. How - ever, where the vote is negative, the company must submit a new remuneration policy to shareholders no later than the next annual shareholders’ meeting approving the financial statements. The 2026 UFC reform also gives listed companies greater flexibility in the organisation of shareholders’ meetings, with the aim of facilitating digital participa - tion and simplifying meeting procedures while pre - serving minority shareholder protections. By-laws may now expressly provide for fully virtual meetings or meetings held exclusively through the designated proxy pursuant to Article 135-undecies UFC. Where the by-laws are silent, the board may determine the format of the meeting, subject in certain cases to the favourable opinion of the independent directors. Shareholders representing at least 5% of the voting share capital (or any lower threshold set out in the by-laws) may nevertheless request that the meeting be held with physical attendance and not exclusively through the designated proxy or by means of telecom - munications. The by-laws may also provide that, where the share - holders’ meeting is held physically or by means of telecommunications, the right to take part in the dis - cussion is subject to the holding of a minimum share - holding threshold, which may in no event exceed 0.5% of the share capital. The reform also revises several procedural deadlines relating to shareholders’ rights, including those con -
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