ITALY Law and Practice Contributed by: Francesco Di Carlo and Flavio Acerbi, FIVERS Studio Legale e Tributario
closure requirements set forth in Consob’s Issu - er Regulation are complied with (Article 82-ter). Publication of interim financial statements may be required by the Italian Stock Exchange for specific market segments (eg, companies listed on the Euronext STAR Milan segment of the Ital - ian Stock Exchange are required to publish quar - terly financial statements). In specific circumstances (eg, companies in financial distress), Consob may mandate a listed company to publish additional periodic financial statements, on a monthly or quarterly basis (Arti - cle 114, paragraph 5, UFC). Even an SPA that is listed on an MTF (and not listed on an Italian regulated market) may be subject to enhanced transparency and periodic reporting requirements, as required by applica - ble listing standards. For instance, an Italian SPA listed on the Euronext Growth Milan market (an MTF managed by the Italian Stock Exchange) is required to publish not only annual financial statements (like any other SPA), but also half- yearly financial statements. Parent Companies Under Italian law (ie, Articles 25 and subs. of Legislative Decree No 127/1991, which imple - ments EU Directive 83/349/EEC), an SPA or SRL that controls another entity is required to publish consolidated financial statements on an annual basis, unless specific exemptions apply. SRLs An SRL is required to prepare and publish finan - cial statements on an annual basis and is not required to approve any interim financial report - ing (unless so required by the company’s by- laws and/or sector laws).
Draft annual financial statements are drawn up by the management body of the SRL and approved by the quota-holders within 120 days (or 180 days under specific conditions) after the end of each financial year (Article 2478-bis of the Civil Code). 6.2 Disclosure of Corporate Governance Arrangements Non-listed companies are not required to dis - close their corporate governance arrangements in any periodic report. However, the deed of incorporation and the by-laws of any SRL and SPA are registered with the Companies’ Registry and publicly available. Listed companies are required to issue every year a comprehensive “report on corporate governance and ownership structure” , including detailed information on their shareholding and corporate governance arrangements, including (among others) information on the main features of the risk management and internal control sys - tems in place in relation to the financial report - ing process, the functioning of the shareholder meeting, composition and functioning of the administrative and control bodies and their com - mittees, and a description of the diversity poli - cies applied (Article 123-bis of the UFC). This report should also indicate whether a com - pany adheres to a corporate governance code (explaining also the reasons for any decision to depart from any provision of a code to which it has adhered) as well as the actual corporate governance practices adopted by it. Listed companies are required to disclose and post on their website any shareholders’ agree - ment that has been notified to it by the relevant shareholders.
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