ITALY Law and Practice Contributed by: Francesco Di Carlo and Flavio Acerbi, FIVERS Studio Legale e Tributario
5.2 Role of Shareholders in Company Management In general, shareholders of an SPA are excluded from the management of the company (unless a shareholder is also appointed director or officer of the company). However, the by-laws may pro - vide that specific management decisions require an authorisation of the shareholders. In an SRL, quota-holders may be directly involved in the management of the company, as provided in the by-laws (eg, the by-laws may provide that the directors must be quota-holders and/or that specific management decisions are resolved upon by the quota-holders). 5.3 Shareholder Meetings The Italian civil code reserves certain decisions to the shareholder meeting (eg, the appointment of the board of directors, the board of statu - tory auditors and external auditors; changes to the by-laws; merger, demerger and liquida - tion proceedings). In both an SPA and an SRL, a shareholder meeting is to be held at least on an annual basis for the approval of the annual financial statements and when the term of office of the board of directors and board of statutory auditors has expired. The rules that govern the holding and conduct of shareholder meetings differ depending on the corporate form and whether the company is listed or not listed. SPA In an SPA, a shareholder meeting may be “ordi- nary” or “extraordinary” , depending on the rel - evant subject matters. “Ordinary” meetings require lower quorums and are not in notarial form, whereas “extraordinary” meetings require higher quorums and must be in notarial form.
the annual financial statements, on an aggregate basis. Each listed SPA must issue “remuneration report” , providing a comprehensive descrip - tion of any remuneration paid to each director and member of the board of statutory auditors, and in aggregate for other key personnel. This “remuneration policy” is put to a non-binding vote of the shareholder meeting (ie, the so called “say on pay” ). Specific disclosure requirements on directors’ remuneration apply to companies operating in regulated businesses pursuant to sector laws (eg, banks). 5. Shareholders 5.1 Relationship Between Companies and Shareholders The relationship between the company and its shareholders is of contractual nature and is regulated in the relevant incorporation deed and by-laws as well as in mandatory provisions of Italian corporate law. Each SPA is required to keep and regularly update a record of the shareholders of a com - pany, which is not publicly available and may be consulted by the shareholders. In addition, each non-listed SPA is required to file with the Com - pany’s Registry a list of its shareholders on an annual basis (within 30 days from the approval of the financial statements), which is publicly available. In an SRL, there is a record of the quota-holders, which is registered with the Companies’ Registry and publicly available.
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