ITALY Law and Practice Contributed by: Francesco Di Carlo and Filippo Raynaud, FIVERS Studio Legale e Tributario
In listed companies as well as those operating in related sectors (eg, banks, financial institutions and management companies) the board must also include a minimum number of non-executive and independent directors. As indicated under 1.3 Companies With Publicly Traded Shares , the Corporate Governance Code also recommends the appointment of a lead independent director in specific instances, who has the task of col - lecting and co-ordinating the requests and contribu - tions of non-executive directors and co-ordinating the meetings of the independent directors. 3.2 Board Members In an SPA, all directors are required to perform their duties with diligence and in an informed manner. They must request any necessary information from the CEO and executive directors and propose any required action if they become aware and/or have grounded suspicion of any possible prejudicial facts or anoma - lies. Directors are also required to comply with “prin - ciples of proper management”, following general cri - teria of economic rationality over time identified by business science and assessing the adequacy of a company’s organisation, as well as its administrative and accounting structure based on the information received. Independent directors (where appointed) are expect - ed to play a key role within the board of directors, exercising a check-and-balance function as well as contributing to the overall discussions with their per - spective. The CEO and the executive directors are required to fulfil their duties and exercise their delegated powers with diligence. They also have a duty to inform the entire board of directors and the board of statutory auditors, at least at the intervals set forth in the by- laws and in any event at least once every six months, on the general performance and outlook, as well as on the most significant transactions of the company and its subsidiaries, in terms of size or characteris - tics. They are also required to ensure that the organi - sational, administrative and accounting structure is appropriate to the nature and size of the company.
The chairperson is responsible for calling and setting the agenda of the meetings of the board of directors, co-ordinating the meetings and ensuring that all direc - tors are provided with adequate information on the items on the agenda. These tasks are further devel - oped by the Corporate Governance Code. Compa - nies operating in specific business areas (eg, banks and financial institutions) are also subject to specific requirement pursuant to sector laws (eg, in a bank the chairperson cannot have executive roles). The board of directors may also appoint board com - mittees, with investigative, propositional and consul - tative functions regarding specific areas. The area of competence of each committee is indicated in the by- laws and/or in internal regulations approved by the board of directors. The appointment of board commit - tees is recommended for listed companies pursuant to the Code of Corporate Governance and required under specific sector laws (eg, banks and financial institutions). The general principles set forth above apply also to an SRL. 3.3 Board Composition Italian corporate law does not mandate any composi - tion requirements or recommendations for an SRL and a non-listed SPA (except for those subject to sector laws, such as banks and financial institutions). Listed companies are subject to specific composi - tion requirements under Italian law, as indicated in 1.3 Companies With Publicly Traded Shares , including on the appointment of directors by minority share - holders, appointment of independent directors and gender diversity. The Code of Corporate Governance also recommends (in Article 2) that in a listed company: • the board should be comprised of executive and non-executive directors; • the directors should have professional skills and competence that are appropriate to their tasks and the number and skills of non-executive directors should ensure significant influence in the decision-
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