ITALY Law and Practice Contributed by: Francesco Di Carlo and Flavio Acerbi, FIVERS Studio Legale e Tributario
Italian regulations) and financial audit (Legis - lative Decree No 39/2010). The Italian Stock Exchange ( Borsa Italiana S.p.A. ) has also set forth specific corporate governance rules applying to any company whose securities are listed on its markets. Italian listed companies may also voluntarily decide to adopt corporate governance codes sponsored by regulated markets and/or private associations. As of the end of 2023, 97% of Ital - ian companies on the regulated market managed by the Italian stock exchange, (representing 99% of market capitalisation of those companies) adopted the “Corporate Governance Code” of the Italian Corporate Governance Committee, which brings together issuers’ associations (ABI, ANIA, Assonime, Confindustria), the Ital - ian Stock Exchange and professional investors’ association ( Assogestioni ) (the “Code of Corpo- rate Governance” ). Pursuant to Italian Law (ie, Legislative Decree 231/2001), a legal entity may be liable for spe - cific crimes committed in their interest or to their benefit by individuals in senior positions or under their direction or supervision. To avoid liability, an entity may adopt and effectively implement an “Organisational Model” , designed to identify and prevent the risks of commission of a long list of potential criminal offences on behalf of or in the interest of the company, establish proto - cols for decision-making and internal controls and appoint a supervisory body ( Organismo di Vigilanza ) tasked with monitoring the Model’s effectiveness and compliance. Companies operating in specific regulated sec - tors are also subject to EU and Italian corpo - rate governance laws and regulation, including banks (eg, Bank of Italy Circular No 285/2013),
insurance companies (eg, Legislative Decree No 209/2005), financial intermediaries and asset management companies. 1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares Below is a summary of specific corporate gov - ernance requirements applicable to listed SPAs, divided between mandatory and voluntary requirements. Mandatory Requirements Italian listed companies are subject to stricter and mandatory corporate governance require - ments under Italian law, including on: • appointment of members of the board of directors and of the board of statutory audi - tors through a slate-voting mechanism, aimed at ensuring that the minority shareholders have a right to appoint at least one candidate (Articles 147-ter and 148 of the UFC); • appointment of a minimum number of inde - pendent directors in the board of directors; • rules to ensure gender diversity in the board of directors and the board of statutory audi - tors (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 responsible for fair accounting and financial disclosures (Article 154-bis of UFC); • the adoption of a policy on related par - ties’ transactions (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, man - agement of inside information) and disclosure obligations of inside information;
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