ITALY Law and Practice Contributed by: Francesco Di Carlo and Filippo Raynaud, FIVERS Studio Legale e Tributario
In particular, a listed SPA is required to publish: • annual financial statements, which are drawn up by the management body of the SPA (eg, the board of directors) and approved by the shareholder meet - ing within 120 days (or 180 days under specific conditions) after the end of each financial year (articles 154-ter of UFC and 2423 and subs. of the Civil Code); and • half-yearly financial statements, which are drafted and approved by the management body (not approved by the shareholders) within three months from the end of the first semester of the financial year. A listed SPA may also decide to voluntarily publish further periodic financial statements, if disclosure requirements set forth in Consob’s Issuer Regulation are complied with (Article 82-ter). Publication of interim financial statements may be required by the Italian Stock Exchange for spe - cific market segments (eg, companies listed on the Euronext STAR Milan segment of the Italian Stock Exchange are required to publish quarterly financial statements). In specific circumstances (eg, companies in financial distress), Consob may mandate a listed company to publish additional periodic financial statements, on a monthly or quarterly basis (Article 114, paragraph 5, UFC). Even an SPA that is listed on an MTF (and not list - ed on an Italian regulated market) may be subject to enhanced transparency and periodic report - ing requirements, as required by applicable listing standards. For instance, an Italian SPA listed on the Euronext Growth Milan market (an MTF managed by the Italian Stock Exchange) is required to publish not only annual financial statements (like any other SPA), but also half-yearly financial statements. Parent Companies Under Italian law (ie, Articles 25 and subs. of Leg - islative Decree No 127/1991, which implements EU Directive 83/349/EEC), an SPA or SRL that controls another entity is required to publish consolidated
financial statements on an annual basis, unless spe - cific exemptions apply. SRLs An SRL is required to prepare and publish financial statements on an annual basis and is not required to approve any interim financial reporting (unless so required by the company’s by-laws and/or sector laws). Draft annual financial statements are drawn up by the management body of the SRL and approved by the quota-holders within 120 days (or 180 days under specific conditions) after the end of each financial year (Article 2478-bis of the Civil Code). 5.2 Corporate Governance Arrangement Disclosure Non-listed companies are not required to disclose their corporate governance arrangements in any peri - odic report. However, the deed of incorporation and the by-laws of any SRL and SPA are registered with the Companies’ Registry and publicly available. Listed companies are required to issue every year a comprehensive “report on corporate governance and ownership structure”, including detailed informa - tion on their shareholding and corporate governance arrangements, including (among others) information on the main features of the risk management and internal control systems in place in relation to the financial reporting process, the functioning of the shareholder meeting, composition and functioning of the administrative and control bodies and their com - mittees, a description of the diversity policies applied (Article 123-bis of the UFC). This report should also indicate whether a company adheres to a corporate governance code (explaining also the reasons for any decision to departure from any provision of a code to which it has adhered) as well as the actual corporate governance practices adopted by it. Listed companies are required to disclose and post on its website any shareholders’ agreement that has been notified to it by the relevant shareholders.
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