ITALY Law and Practice Contributed by: Francesco Di Carlo and Flavio Acerbi, FIVERS Studio Legale e Tributario
• lower quorums for shareholder meetings and thresholds for the exercise of shareholders’ rights (eg, right to call a meeting and submit voting proposals) and to initiate derivative suits and challenge shareholders’ resolutions; • specific rules on proxy voting and participa - tion through “designated representative” ; • binding shareholders’ vote on the remunera - tion policy of the company and non-binding shareholders’ vote on directors’ remuneration (so called “say-on-pay” ) • wider disclosure obligations with respect shareholder meetings (eg, obligation to include a report on the items on the agenda) and longer notice period; • additional reporting obligations, includ - ing semi-annual financial reporting (see 6.1 Financial Reporting ), annual “report on cor- porate governance and ownership structure” and “remuneration report” ; • increased transparency on shareholder own - ership and shareholders’ agreements. Even Italian companies listed on an Italian MTF are subject to stricter and mandatory corporate governance requirements under Italian law than those applicable to non-listed companies. For instance, an Italian SPA that intends to be listed on the Euronext Growth Milan market (an MTF managed by the Italian Stock Exchange) must comply with specific corporate governance rules set forth in the relevant listing rules, including for instance: • appointment of at least one independent director; • the adoption of a policy on related parties’ transactions; • mandatory shareholders’ vote for major busi - ness transactions; and
• disclosure obligations (in addition to those applicable pursuant to mandatory EU and Italian laws on market abuse). In addition to the requirements above, compa - nies operating in specific regulated sectors (eg, banks, financial intermediaries and asset man - agement companies) are also subject to addi - tional corporate governance requirements under EU and Italian laws (eg, appointment of board committees). Voluntary Requirements As indicated above, the large majority of Ital - ian listed companies have adopted the Code of Corporate Governance. Adoption of the rules of the Code is voluntary; an issuer that has formally adopted the Code of Corporate Governance may decide not to com - ply with specific rules of the Code, if it provides an explanation thereof (so-called “comply or explain” principle). Each listed company must indicate in an annual “report on corporate governance and ownership structure” whether it has adopted a corporate governance code and highlight and explain any decision to depart from any of its provisions. The Code of Corporate Governance includes several principles and recommendations, includ - ing for instance on: • the role of the board to pursue “sustainable success” and promote dialogue with share - holders and other stakeholders; • the adoption of a procedure for the internal and external management of documents and information concerning the company (includ - ing inside information); • the board’s composition and diversity;
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