ITALY Law and Practice Contributed by: Francesco Di Carlo and Flavio Acerbi, FIVERS Studio Legale e Tributario
vened, if so requested by a minimum number of directors; • the board members meet in person and/or through distance connection (as provided under the by-laws). Unless provided other - wise in the by-laws, the meeting is validly held if the majority of directors in office are present and resolutions are taken by a major - ity vote of those present; and • resolutions are recorded in the minutes of the meeting, which are signed by the chairman and the secretary and included in an official book of board resolutions. In an SPA, board resolutions may not be taken through circular resolutions (unlike in SRL). SRL In an SRL with a board of directors, board reso - lutions may be taken through board meetings in person or through distance connection (likewise in an SPA) as well as by circular resolutions (ie, “written consultation” or “express written con- sent” ). However, resolutions regarding specific matters are taken only through a board meeting (the approval of draft financial statements, merg - er and demerger projects and a capital increase). All resolutions must be recorded in an official book.
• a chairperson (if the chairperson was not appointed by the shareholders); • a chief executive officer and one or more executive directors, granting them delegated powers; • an executive committee, granting it delegated powers; and • board committees (eg, remuneration commit - tee, risk and control committee, nomination committee). The appointment of internal committees is required pursuant to EU and Italian laws for companies operating in specific sectors (eg, banks and management companies), or recom - mended by codes of corporate governance (eg, Corporate Governance Code). Typically, in a board of directors there are exec - utive directors, that have specific roles in the company or are entrusted with delegated pow - ers, and non-executive directors. In listed companies as well as those operating in related sectors (eg, banks, financial institu - tions and management companies) the board must also include a minimum number of non- executive and independent directors. As indicated above 1.3 Corporate Govern- ance Requirements for Companies With Pub- licly Traded Shares , the Corporate Governance Code also recommends the appointment of a lead independent director in specific instances, who has the task of collecting and co-ordinating the requests and contributions of non-executive directors and co-ordinating the meetings of the independent directors. 4.2 Roles of Board Members In an SPA, all directors are required to perform their duties with diligence and in an informed
4. Directors and Officers 4.1 Board Structure
In an SRL and an SPA the chairperson is appoint - ed by the shareholders/quota-holders or by the board itself. Once appointed, the board of directors may then appoint among its members:
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