Abstract Report - CONSOB AND ITS ACTIVITIES
REPORT 2024
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 topics covered in the 2024 Report concern: the ownership structure of companies at the end of 2024; the characteristics of corporate boards as taken from the corporate governance reports published by issuers in 2024 and referring to the 2023 financial year; the evolution of the presence of women in corporate boards at the end of 2024; the results of votes on remuneration policies and remuneration reports in the AGMs held in the first half of 2024 by the 100 largest listed companies by capitalisation (equal to 96% of the total market value as of 30 June 2024); the types of related party transactions disclosed by listed companies to the public and CONSOB in the period 2011-2024. The Report contains some evidence comparing listed Small and Medium Enterprises (SMEs) – defined on the basis of a market capitalisation of one billion of euros – with other listed companies.
Moreover, this edition includes an addendum on the implementation of the engagement policies adopted by a sample of listed firms following the specific recommendation of the Corporate Governance Code.
| Ownership and control structure Figures confirm the high ownership concentration of Italian listed companies at the end of 2024. ... more |
| The share of the largest shareholder is equal on average to around 48%, slightly lower than the value recorded in 2021 and higher than in 2011, when it was equal to around 46%. Among major shareholders, institutional investors show a slight increase at the end of 2024, with 53 investee companies (27% of the total) and 71 major stakes, compared to 51 companies (24%) and 70 stakes in the previous year. The data show a deviation from the declining trend from 2019 to 2023 in the presence of institutional investors, especially foreign investors ; in fact, at the end of 2024 foreign institutional investors ownership slightly increased in terms of both investee companies (21.5% in 2024 vs. 19% in 2023), especially among large issuers, and number of major stakes held (52 in 2024 vs. 48 in 2023). At the end of 2024, issuers adopting loyalty shares are 72 (74 in 2023), representing 14.7% of the total market value (16.8% in 2023). Among these firms, ten have provided for a strengthened increased vote, with the possibility of accruing up to ten votes per share in eight cases and up to three votes per share in two cases. |
| Gender diversity At the end of 2024 female directors in listed companies is stable at 43% of total directorships, exceeding the two-fifths gender quota mandated by Law No. 160/2019. ... more |
| In line with previous years, in three cases out of four (74.2%) women are qualified as independent directors, while they more rarely serve as the company’s CEO or chair of the board (respectively, in 18 and 28 cases, equal to 2.2% and 3.5% of women on board). Female board members holding multiple directorships in listed companies (interlocking) regards 27.6% of women; the figure is higher than men’s, but shows gradual and steady decrease after the peak of 34.9% reached in 2019. |
| Corporate boards Over time, the traditional management and control system was confirmed as the most widely adopted by Italian listed companies. However, in 2024, there was an increase in the one-tier model among small and medium-sized enterprises (SMEs) (+6 companies, representing about 11% of the market capitalisation). ... more |
| Board committees were present in almost all companies in 2023. The number of issuers establishing a sustainability committee continues to increase (it is present in 68% of companies, up from 61% in the previous year), and particularly those that choose to assign sustainability responsibilities to a dedicated ad hoc committee (from 38 to 48, accounting for 19% and 23% of the total number of companies, respectively). The succession plans are adopted by 34.6% of companies at the end of 2023; the figure is almost stable with respect to 2022, but increasing in the long run (about 3% in 2011). At the end of 2023, family directors (controlling or related shareholders) were present in 118 companies (57% of the total and over 90% of family-controlled companies), accounting for an average of 15% of total offices (25% in family-controlled companies); The weight of family directors is higher, reaching one-fifth of offices, in STAR companies and in SMEs. As in the previous years, the increase in the presence of women on corporate boards has been accompanied over the years by an evolution in the characteristics of the board members. In particular, the board of directors saw an increase in the level of education and in the variety of professional backgrounds, as well as a reduction in the number of family directors, with this trend being more evident among female directors. |
| Annual general meetings In the 2024 shareholders' meeting season of the 100 listed companies with the highest capitalisation, shareholder participation amounted to 77% of the share capital, compared to 77.8% in 2023. ... more |
| With respect to the previous year, the participation of institutional investors remained stable, representing 21.2% of share capital. In particular, the percentages related to the participation of both foreign institutional investors (18.1%) and Italian institutional investors (3.1%) were virtually unchanged; the latter participated in 97 meetings (vs. 99 in 2023). On average, in 2024 shareholder dissent on remuneration policies and remuneration reports decreased slightly compared to the previous year, amounting to 8.8% (vs. 9.2% in 2023) and 7.7% (vs. 8.2% in 2023) of share capital, respectively. Looking solely at votes cast by institutional investors, dissent on remuneration policies increased slightly over the last year (47.5% of total institutional investors votes, compared to 47% in 2023), while there was a decrease in dissent relating to votes on remuneration reports (41.5% of institutional investor votes, down from 44% in the previous year). |
| Related party transactions Material related party transactions (RPTs) carried out in 2011-2023 amounted to 796 transactions . ... more |
| (50 in 2024, a figure higher than the two previous years but lower than the average figure of 57 documents per year), mostly entered into by smaller companies. Additionally, in 2011-2024, 321 material RPTs were exempted from CONSOB Regulation being in the ordinary course of business and entered into at arm's-length conditions (14 in 2023, down from the figure of recent years and lower than the average number of about 23 transactions per year). Such transactions, which have been reported to CONSOB according to the relevant rules, were mainly entered into by larger companies. |
| Addendum: Engagement policies ... more |
| The Addendum was prepared by: Angela Ciavarella - CONSOB, Issuers Supervisory Department (a.ciavarella@consob.it) Maria Roberta Fierro - CONSOB, Issuers Supervisory Department (m.fierro@consob.it) The authors wish to thank Benedetta Ronchini for her assistance in the analysis of the data. This Addendum includes an analysis of the so-called engagement policies adopted by listed companies in application of a specific self-regulation recommendation. In particular, it describes the main findings emerging from the analysis of the answers provided by a sample of Italian companies with ordinary shares listed on the EXM of Borsa Italiana Spa, which were asked to voluntarily complete a questionnaire aimed at verifying how these companies have implemented the engagement policies adopted during the years 2022 and 2023. |
The Report was prepared by:
Paola Deriu (coordinator) - CONSOB, Head of Research and Regulation Department (p.deriu@consob.it)
Federico Picco (coordinator) - CONSOB, Head of Research Unit (f.picco@consob.it)
Angela Ciavarella - CONSOB, Issuers Supervisory Department (a.ciavarella@consob.it)
Eugenia Della Libera - CONSOB, Research and Regulation Department (e.dellalibera@consob.it)
Giovanna Di Stefano - CONSOB, Research and Regulation Department (g.distefano@consob.it)
Lucia Pierantoni - CONSOB, Research and Regulation Department (l.pierantoni@consob.it)
Rossella Signoretti - CONSOB, Issuers Supervisory Department (r.signoretti@consob.it)
The opinions expressed in the Report are the authors' personal views and are in no way binding on Consob.
ISSN 2281-535X [online]