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2022 Report on corporate governance of Italian listed companies

Corporate governance of Italian listed companies



The Report on corporate governance of Italian listed companies provides evidence on ownership, corporate boards, annual general meetings and related party transactions, on the basis of data obtained from supervisory statistical reports and information disclosed by listed companies.
The 2022 Edition also delves into the engagement policies adopted by Ftse Mib companies at the end of 2022 and into the interest expressed by shareholders on ESG issues at the 2018 and 2019 AGM seasons.


Ownership and control structure
Governance of Italian listed companies at the end of 2021 recorded some changes, both with respect to previous year and over a long-term horizon. With regard to ownership concentration, the share of largest shareholder slightly increased, reaching 49% on average from 47.6% in 2020, about three percentage points higher compared to 2011. Among relevant shareholders, institutional investors are currently present in 55 companies, down by 10 and 20 units compared to 2020 and 2011, respectively (the decline is more noticeable for foreign entities). ... more


Corporate boards and board diversity
As for corporate boards, increasing gender diversity represented the most remarkable novelty. As a result of the application of the two-fifths gender quota of the body envisaged by Law no. 160/2019, at the end of 2022 the share of female directors in listed companies rose to 43%. In line with previous years, women are in the majority of the cases independent directors (73%) and rarely hold the role of CEO or chair of the board (in 17 and 32 cases, respectively). Although still more pronounced than male interlocking, female interlocking continued to decrease from the peak reached in 2019, when it concerned 34.9% of women, and falls to 28.6% at the end of 2022. ... more


Annual general meetings
The 2022 shareholders' meeting season of the 100 largest listed companies recorded further growth in shareholder participation: in particular, an average 75.4% of the share capital took part in the AGM, up by about one percentage point compared to 2021 and five percentage points compared to 2012. Italian institutional investors represented 2.6% of share capital (1.1% in 2012) and attended 94 AGMs (40 in 2012). On average, the shareholders' meeting consensus on both remuneration policies (approved by 67.9% of the share capital) and the advisory vote on remuneration paid for the previous year (votes in favour for 68.8% of the share capital) increased in 2022 compared to the previous year. In the context of votes cast by institutional investors alone, dissent on remuneration policies increased over the past year (37.1% of the total shares of institutional investors, up from 34.5% in 2021), while the opposite can be observed for the vote on remuneration paid (32.3% of the total of their shares compared to 36% in 2021). ... more


Related party transactions
Over 2011-2022, Italian listed companies have disclosed 704 material related party transactions (RPTs), of which 34 reported in 2022 (this figure is lower than both previous years’ figure and the average number of 59 documents per year). ... more



Engagement policies of Ftse Mib firms
In relation to the Addendum of this Report, the analysis of the engagement policies shows that Ftse Mib companies have largely followed the recommendation of the Corporate Governance Code on the adoption of a policy for managing dialogue with the generality of shareholders, although choosing heterogeneous implementation methods. In particular, policies differ with respect to the possible ways in which the dialogue may be carried out (proactive in 17 cases, bilateral or collective in 19 cases, and one-way in 15 cases), and with respect to the possible participants who may include persons within the company other than the director in charge, as well as external parties other than shareholders). ... more


Shareholders’ ESG engagement at the 2018-2019 AGMs
The second Addendum - prepared by Angela Ciavarella, Sara Nocella (CONSOB); Federico Bertacchini, Gianluca Gabrielli, Pier Luigi Marchini (Università degli Studi di Parma); Ennio Lugli (Università degli Studi di Modena - Reggio Emilia); with the support of Beatrice Mancini for data collection and analysis - assesses shareholders’ interest in sustainability issues by analysing their interventions on ESG topics at the AGMs held in 2018 and 2019 on the basis of the related minutes. Over the considered period, at least one shareholder took the floor on such issues in more than 80 companies (85 in 2018 and 87 in 2019, respectively) representing 41% of the sample. On average, in 2018, 1.5 shareholders per meeting intervened on at least one sustainability topic (1.4 shareholders in 2019), for a total of 411 ESG interventions (384 in 2019), considering that some shareholders addressed more than one topic. Interventions mainly concerned Social issues, followed by Governance and Environmental topics. ESG interventions were more frequent in highly capitalised companies, operating in the energy and utilities sectors, and in companies publishing the NFS. ... more



The Report was prepared by:
Nadia Linciano (coordinator) - CONSOB, Head of Research Department (
Angela Ciavarella - CONSOB, Corporate Governance Department (
Giovanna Di Stefano - CONSOB, Economic Studies, Research Department (
Rossella Signoretti - CONSOB, Corporate Governance Department (
Lucia Pierantoni - CONSOB, Economic Studies, Research Department (
Eugenia Della Libera - CONSOB, Economic Studies, Research Department (
Elena Frasca - CONSOB, Economic Studies, Research Department (

The opinions expressed in the Report are the authors' personal views and are in no way binding on Consob.  


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ISSN 2281-535X [online]