ITALY Law and Practice Contributed by: Francesco Di Carlo and Flavio Acerbi, FIVERS Studio Legale e Tributario
However, companies may decide to voluntarily adopt ESG principles and provide periodic infor - mation on the implementation of such principles. Some companies may also decide to voluntar - ily adopt international standards such as the Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB) or the Task Force on Climate-related Financial Disclosures (TCFD) to enhance transparency and credibility in their ESG communication. A company may also decide to include in its corporate purposes the pursuit of the interest of other stakeholders (ie, other than the sharehold- ers), including those of the employees, clients, suppliers, creditors, public administration and society in general. Pursuant to a specific set of rules adopted by the Italian legislature (Law No 208/2015, paragraph 1, Sections 376 to 384), these companies may therefore adopt the status of so-called s ocietà benefit , be included in a special registry and become subject to specific annual reporting (so-called impact reporting), to be annexed to the annual financial statements. 3. Management of the Company 3.1 Bodies or Functions Involved in Governance and Management SPA As indicated above, the corporate governance of an SPA may be based upon three possible models. So-called traditional model The “traditional model” is the most common and default governance model. It is comprised of a management body (a sole director or a board of directors) and a control collective body (ie, the board of statutory auditors), both appointed by the shareholder meeting.
Typically, the board of directors has a general management and strategic role and delegates specific managerial powers to a chief executive officer and/or to one or more additional execu - tive directors and/or an executive committee. The board of statutory auditors has a control function and is required to ensure that the com - pany’s management is in compliance with the law, the by-laws and with the principles of proper management, and in particular with respect to the adequacy of the organisational, administra - tive and accounting structure of the company. Furthermore, the board of statutory auditors may be required to conduct the financial audit of the company, if the company has not appointed an external auditor or audit firm (see 7.1 Appoint- ment of External Auditors ). The two-tier model The two-tier model is inspired by the German governance system, and contemplates a super - visory board appointed by the shareholder meet - ing and a management board, appointed by the supervisory board. An external auditor or audit firm mandatorily conducts the statutory financial audit. A one-tier model The one-tier model contemplates a single man - agement body appointed by the shareholder meeting, which includes in itself an internal audit committee participated in by independent direc - tors. An external auditor or audit firm mandatorily conducts the statutory financial audit. In companies subject to a mandatory financial audit (eg, listed companies), the supervisory body – board of statutory auditors, supervisory board or internal audit committee, depending
427 CHAMBERS.COM
Powered by FlippingBook