Abstract Report - CONSOB AND ITS ACTIVITIES
Report 2024 on non-financial reporting of Italian listed companies
Report 2024 on non-financial reporting of Italian listed companies
| The 2024 edition of the Report on non-financial reporting of Italian listed companies focuses, for the seventh consecutive year and in line with the methodology employed in previous editions, on the behaviours that may signal progress in the consideration of ESG (Environmental, Social and Governance) factors in the definition and adoption of business models, corporate strategies and corporate governance models of Italian listed companies. ... more |
| The analysis stems from the implementation of non-financial reporting regulations introduced by Directive 2014/95/EU (Non-Financial Reporting Directive - NFRD) and transposed in Italy by Legislative Decree No. 254/2016, pursuant to which companies have published a non-financial statement (NFS) until 2024 (with reference to the 2023 financial year). In the light of the ongoing evolution of sustainability reporting regulations, and in particular the changes that could significantly modify the regulatory framework in the near future, since the last edition the Report has included a section that provides a general overview of the most recent developments in this area. This outline is not intended to be exhaustive, but rather to highlight the main stages in the evolution of legislation at European and national level. The present report provides a review of the changes that have occurred over the last year. For a comprehensive overview of the regulatory framework on non-financial and sustainability reporting, please also refer to the previous edition. In line with the previous editions of the Report, the analysed data concern Italian companies with ordinary shares listed on the main Italian regulated market, organised and managed by Borsa Italiana Spa (Euronext Milan - EXM) as at 31 December 2023 (208 companies). The data presented in the Report are the result of a documentary analysis. In particular, the first Section 'Non-financial reporting' analyses the NFSs, published by issuers in 2024 and the information reported therein. This analysis makes specific reference to the methods employed by companies to identify and represent relevant reporting issues (materiality analysis). In addition, information on companies that have established a sustainability committee, drawn from corporate governance reports, is analysed. Finally, abstracts of the Strategic Plans presented to investors at road shows and/or available in the Investor Relations section of the companies' websites are examined to assess, with reference to the reporting year, the integration of ESG issues into the corporate strategy and the extent to which financial and non-financial issues are integrated with each other. The second Section ‘Remuneration policy and sustainability’ analyses information in the reports on remuneration policies published in 2024, to examine whether the variable remuneration of CEOs is linked to ESG objectives. Further details about the source of information and the data presented in this Report are provided in the Methodological notes section. |
| The Section 'Non-financial reporting' shows that in 2024, among the 208 Italian companies with ordinary shares listed on EXM at the end of the previous year, 150 (equal to 72.1% of the total and representing 97.2% in terms of capitalisation) published a non-financial statement (NFS) in accordance with the Legislative Decree No. 254/2016. Out of these, 144 were published pursuant to the current legislation, while six on a voluntary basis. ... more |
| In most cases (113 or 75.3%) the NFS was presented as a stand-alone document from the management report. Furthermore, for the preparation of the document, 53 companies (equal to 35.3%) have adopted internally defined procedures or guidelines. All companies prepared the NFS in line with the GRI (Global Reporting Initiative) reporting standards and, according to them, they declared to report on relevant (or material) sustainability issues in relation to their business, as identified through a specific analysis process (materiality analysis). The materiality analysis was updated in the reporting year by 81.3% of issuers. As part of the updating process, the percentage of companies that involved internal structures or bodies (equal to 77.9% compared to 82.4% in the previous survey) and, among them, top managers (50.8% vs. 56.3%) in the identification of material issues decreased in comparison to the previous year. On the other hand, there was an increase in the involvement of external stakeholders, whose views were taken into account in the identification of material issues by 73% of the issuers that updated the analysis (69.7% in the previous year). However, in all cases where involvement (of internal or external parties) was recorded, the percentage of companies reporting information on the means of involvement decreased (and was equal to 80,3% compared to a rate of above 90% in 2023). Finally, following the process of identification of material topics, there was a further increase over the previous year in the number of companies that stated that they had involved the board of directors: this occurred in 72% of cases, the highest percentage since 2019 (the first year of the survey). In relation to the list of material topics, in 41 cases, companies made references to at least one of the United Nations Sustainable Development Goals (SDGs). With regard to companies' alignment with the new sustainability reporting regulations (which they are required to adopt starting from the 2024 financial year), analysis of the 2023 NFSs shows that 73 issuers (48.7% of cases, up from around 28% in the previous year) also reported references to the double materiality principle as a criterion for identifying the topics to be addressed in the report, as required by new regulations, thus accounting for both the actual or potential impact that the company's activities have on society and the environment and the impact that sustainability factors may have on the company's financial performance. The percentage of companies that carried out a double materiality exercise also increased (30% vs. 21.5% in the previous year). In most cases (121, almost 80%), the NFS includes information with reference to the issuers' sustainability objectives or plans. With reference to the commitment to climate transition, 41 companies (27.3% of the total) mentioned in their NFS existing targets related to climate transition, while 15 companies (10% of the total) declared the forthcoming adoption of such targets. Looking at the consideration of ESG issues into board decision-making processes, as disclosed in the corporate governance reports published in 2024, 123 companies with listed ordinary shares published the NFS and set up a board sustainability committee (either standalone or combined with another committee), representing 82% of the total, up from 75% in the previous year. The integration of ESG factors into corporate vision is analysed through abstracts of strategic plans referred to 2023, published by 73 companies. References in the abstracts to ESG issues, sustainable development goals (SDGs), and long-term sustainability considerations were more frequent than in the previous year: 40 companies (26.7% of the firms that published the NFS) included at least one ESG issue in their strategic plans, compared to 34 in 2023 (23.6%). Out of the 150 NFSs published in 2024, one was not submitted to the auditor's review since it was below certain size parameters. The analysis of the other 149 statements shows that in 94% of cases the auditor who issued the opinion on the NFS was the same auditor who carried out the statutory audit of the financial statements. Furthermore, the auditor always expressed his opinion in the form of limited assurance, except in four cases (two more cases than in 2023), when he expressed it in a ‘mixed’ form. The analysis revealed no qualified or adverse opinions, nor disclaimer of conclusions. |
| The second Section ‘Remuneration policy and sustainability’ analyses the integration of ESG criteria into CEO remuneration policies. ... more |
| Issuers linking CEOs remuneration to non-financial factors increased up to 151, from 137 in the previous year. In particular, the reference to ESG issues concerns the short-term component of the remuneration in 130 cases and the long-term component in 104 cases. The average percentage of short-term variable remuneration linked to ESG factors is equal to 18.8%, in line with 2023 (18.5%). As for long-term variable remuneration, the average percentage linked to ESG factors is 20.6%, slightly higher than in 2023, when it was equal to 19%. |
| This edition of the Report includes the Addendum ‘Climate-related disclosures in financial statements’, which analyses the climate-related information provided in the financial statements published in 2024 by 32 Italian listed companies belonging to the Ftse Mib index, including 20 non-financial companies and 12 financial companies, representing approximately 75% of listed issuers in terms of capitalisation. ... more |
| The Addendum was prepared by: Vincenzo Foglia Manzillo - CONSOB, Issuers Supervisory Department (v.fogliamanzillo@consob.it) Sabrina Cocci - CONSOB, Issuers Supervisory Department (s.cocci@consob.it) Laura Merzetti - CONSOB, Issuers Supervisory Department (l.merzetti@consob.it) Giulia Serpieri - CONSOB, Issuers Supervisory Department (g.serpieri@consob.it) The addendum shows that larger listed companies are gradually adapting their financial reporting in order to reflect the effects of climate change and the transition to a net-zero economy, although there is still significant room for improvement. The issue was also the subject of CONSOB Warning No. 2/24 of 20 December 2024, ‘Climate information provided in financial statements’. |
The Report was prepared by:
Paola Deriu (supervisor) - CONSOB, Head of Research and Regulation Department (p.deriu@consob.it)
Federico Picco (coordinator) - CONSOB, Head of Research Unit (f.picco@consob.it)
Giovanna Di Stefano (coordinator) - CONSOB, Research and Regulation Department (g.distefano@consob.it)
Maria Giovanna Altamura - CONSOB, Issuers Supervisory Department (m.altamura@consob.it)
Angela Ciavarella - CONSOB, Issuers Supervisory Department (a.ciavarella@consob.it)
Emanuele Levantini - CONSOB, Research and Regulation Department (e.levantini@consob.it)
Lucia Pierantoni - CONSOB, Research and Regulation Department (l.pierantoni@consob.it)
Greta Quaresima - CONSOB, Research and Regulation Department (g.quaresima@consob.it)
The authors wish to thank Paola Paterna for the in-depth analysis on auditors attestations on NFSs and Carlo Di Florio and Valentina Forcucci for their assistance in the analysis of the data.
The opinions expressed in this Report are the authors’ personal views and are in no way binding on Consob.
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ISSN 2784-8809 [online]