ITALY
Switzerland
Slovenia
Croatia
France
Bosnia
Italy
Rome
Albania
Law and Practice Contributed by: Francesco Di Carlo and Flavio Acerbi FIVERS Studio Legale e Tributario
Contents 1. Introductory p.422
1.1 Forms of Corporate/Business Organisations p.422 1.2 Sources of Corporate Governance Requirements p.423 1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares p.424 2. Corporate Governance Context p.426 2.1 Hot Topics in Corporate Governance p.426 2.2 ESG Considerations p.426 3. Management of the Company p.427 3.1 Bodies or Functions Involved in Governance and Management p.427 3.2 Decisions Made by Particular Bodies p.428 3.3 Decision-Making Processes p.428 4. Directors and Officers p.429 4.1 Board Structure p.429 4.2 Roles of Board Members p.429 4.3 Board Composition Requirements/Recommendations p.430 4.4 Appointment and Removal of Directors/Officers p.431 4.5 Rules/Requirements Concerning Independence of Directors p.432 4.6 Legal Duties of Directors/Officers p.433 4.7 Responsibility/Accountability of Directors p.433 4.8 Consequences and Enforcement of Breach of Directors’ Duties p.434 4.9 Other Bases for Claims/Enforcement Against Directors/Officers p.435 4.10 Approvals and Restrictions Concerning Payments to Directors/Officers p.435 4.11 Disclosure of Payments to Directors/Officers p.435 5. Shareholders p.436 5.1 Relationship Between Companies and Shareholders p.436 5.2 Role of Shareholders in Company Management p.436 5.3 Shareholder Meetings p.436 5.4 Shareholder Claims p.437 5.5 Disclosure by Shareholders in Publicly Traded Companies p.437
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