ITALY Law and Practice Contributed by: Francesco Di Carlo and Flavio Acerbi, FIVERS Studio Legale e Tributario
manner. They must request any necessary infor - mation from the CEO and executive directors and propose any required action if they become aware and/or have grounded suspicion of any possible prejudicial facts or anomalies. Directors are also required to comply with “principles of proper management” , following general criteria of economic rationality over time identified by business science and assessing the adequa - cy of a company’s organisation, as well as its administrative and accounting structure based on the information received. Independent directors (where appointed) are expected to play a key role within the board of directors, exercising a check-and-balance func - tion as well as contributing to the overall discus - sions with their perspective. The CEO and the executive directors are required to fulfil their duties and exercise their delegated powers with diligence. They also have a duty to inform the entire board of directors and the board of statutory auditors, at least at the inter- vals set forth in the by-laws and in any event at least once every six months, on the general performance and outlook, as well as on the most significant transactions of the company and its subsidiaries, in terms of size or characteristics. They are also required to ensure that the organi - sational, administrative and accounting structure is appropriate to the nature and size of the com - pany. The chairperson is responsible for calling and setting the agenda of the meetings of the board of directors, co-ordinating the meetings and ensuring that all directors are provided with ade - quate information on the items on the agenda. These tasks are further developed by the Corpo - rate Governance Code. Companies operating in specific business areas (eg, banks and financial
institutions) are also subject to specific require - ments pursuant to sector laws (eg, in a bank the chairperson cannot have executive roles). The board of directors may also appoint board committees, with investigative, propositional and consultative functions regarding specific areas. The area of competence of each commit - tee is indicated in the by-laws and/or in internal regulations approved by the board of directors. The appointment of board committees is rec - ommended for listed companies pursuant to the Code of Corporate Governance and required under specific sector laws (eg, banks and finan - cial institutions). The general principles set forth above apply also to an SRL. 4.3 Board Composition Requirements/ Recommendations Italian corporate law does not mandate any composition requirements or recommenda - tions for an SRL and a non-listed SPA (except for those subject to sector laws, such as banks and financial institutions). Listed companies are subject to specific com - position requirements under Italian law, as indi - cated in 1.3 Corporate Governance Require- ments for Companies With Publicly Traded Shares , including on the appointment of direc - tors by minority shareholders, appointment of independent directors and gender diversity. The Code of Corporate Governance also recom - mends (Article 2) that in a listed company: • the board should be comprised of executive and non-executive directors; • the directors should have professional skills and competence that are appropriate to their
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