Report RS 2025 - CONSOB AND ITS ACTIVITIES
Report 2025 on sustainability reporting of Italian listed companies
Report 2025 on sustainability reporting of Italian listed companies
| The Report on sustainability reporting of Italian listed companies (hereinafter referred to as the Report) focuses on the behaviours that, according to the companies’ disclosure, 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 |
| Although consistent with previous editions, the 2025 Report introduces several new developments in line with recent regulatory changes. The first one concerns its title, which has been updated to reflect the requirements of Legislative Decree No. 125/2024, according to which companies must publish a sustainability report (SR) instead of a non‑financial statement (NFS) as required by previous regulation (Legislative Decree No. 254/2016). The analyses on sustainability reporting presented in this Report are aligned with the new regulatory requirements introduced by the Decree No. 125/2024 implementing Directive 2022/2464/EU (Corporate Sustainability Reporting Directive – CSRD) in Italy. In particular, reference is made to the obligations set out in the updated regulatory framework and to the European Sustainability Reporting Standards (ESRS), developed by the European Financial Reporting Advisory Group (EFRAG) and officially adopted through Delegated Regulation (EU) 2023/2772. |
| However, sustainability regulations are already undergoing further changes. The European Commission has begun simplifying the rules and reducing administrative burdens across all sectors. The goal is to strengthen the competitiveness of the European economy in a geopolitical context that is far more complex than when the original Action Plan on sustainable finance was launched. ... more |
| With Directive 2026/470/EU of 24 February 2026, the European Union intervenes in the regulatory framework for sustainability reporting, limiting its scope to undertakings that reach higher size thresholds (more than 1,000 employees and 450 million of euros in net turnover) than those provided for by the CSRD. Furthermore, listed small and medium-sized undertakings have been exempted from the reporting obligation and the obligations on the value chain have been eased. In this Report, companies defined as in-scope are those which, based on year-end financial data, would be subject to the new regulations, while out-of-scope companies would not fall within the scope of the most recent regulations. In view of the developments in the regulatory framework expected in the near future, the Report includes a section that provides a general overview of the most recent developments in this area. This overview presents the main changes introduced in recent months and refers to previous editions of the Report for a broader, albeit not exhaustive, analysis of the regulatory context. |
| The data analysed in this Report refer to a sample of 60 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 2024. ... more |
| The 60 companies were selected through stratified statistical sampling from the 136 Italian companies with ordinary shares listed on EXM that published a sustainability report in 2025 (with reference to the 2024 financial year). The sample includes equal numbers of the two sub-populations of companies which, considering the provisions of the recently approved directive and calculating the thresholds with data as at 31 December 2024, will (in-scope) or will not (out-of-scope) be required to publish the sustainability report in the future. The classification allows to identify certain differences between the two groups under analysis and the most frequent behaviours among companies that will no longer be required to publish reports under the new regulations. As in previous years, the data presented in the Report are the result of a documentary analysis. The first Section ‘Sustainability reporting’ analyses information included in the SRs published during 2025. Particular attention is paid on the methods used by companies to identify and represent the relevant topics in line with the double materiality principle introduced by the CSRD. The section also reviews the abstracts of Strategic plans to assess how ESG considerations are integrated into corporate strategy, as well as the extent of integration of financial and sustainability issues. The second Section ‘Material topics’ presents more detailed analyses of the relevant topics identified by the companies in the reporting through the double materiality analysis. The third Section ‘Remuneration policies and sustainability’ analyses certain information reported in the remuneration policy and compensation reports published in 2025 to verify whether the variable remuneration of chief executive officers 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. |
| Overall, the key findings confirm a general mature approach of Italian listed companies in terms of reporting, while showing some differences between in-scope and out-of-scope companies in the structuring of ESG processes and their integration into governance, business and strategy. ... more |
| In-scope companies are more likely to have internal reporting procedures, ESG or sustainability plans and more robust governance practices, such as greater integration of ESG objectives into the variable remuneration of chief executive officers. Furthermore, sustainability is more frequently taken into account in strategic planning. Out-of-scope companies, which are smaller in size, have less structured processes but maintain levels of disclosure and an approach to materiality that are broadly in line with other companies, with extensive involvement of top management and stakeholders. Moreover, the board of directors intervened downstream of the process in more than 90% of the cases, with no substantial differences between the two groups. As for material topics, climate change and the firm's workforce emerged as relevant for all companies; there are some variations between the groups in their reporting of impacts, risks and opportunities. |
| The Section ‘Sustainability reporting’ states that, in 2025, among the 196 Italian companies with ordinary shares listed on EXM, 136 (equal to about 70% of the total and representing 97% in terms of market capitalisation) published a SR pursuant to Legislative Decree No. 125/2024. Of these, 24.3% belong to the Ftse Mib index, 21.3% to the Mid Cap index, 33.8% to the STAR segment, and 20.6% do not belong to any index. With respect to industry classification, 16.9% are financial companies, while just over 83% are non‑financial companies. More than half of the companies that prepared a sustainability report in 2025 (57.4%) are classified as small and medium‑sized enterprises (SMEs) in accordance to Legislative Decree No. 58/1998 (Consolidated Law on Finance - Testo unico della finanza - TUF). ... more |
| The 60 companies in the sample under analysis (30 in‑scope and 30 out‑of‑scope), represent 44% of all issuers that published the sustainability report (SR) in 2025 (50.4% in terms of market capitalisation). Half of the in‑scope companies belong to the Ftse Mib index, while the out‑of‑scope companies exhibit lower market capitalisation. Overall, the sample consists mainly of SMEs (40 out of 60 cases, including 27 out of 30 within the out‑of‑scope group) and of non‑financial companies (50 out of 60 cases and 29 out of 30 among out-of-scope companies). Finally, 48 companies have established a board sustainability committee (29 out of 30 cases in the in-scope subsample). The average number of SR pages is approximately 144, with in‑scope companies reporting a higher value (180). In terms of page count, the SR accounts for about 71% of the management report. Based on what stated in the SR, procedures and guidelines for preparing the sustainability report (SR) were adopted by 50% of the sample, with higher proportion among in‑scope companies (56.7%). Systems for collecting the data to prepare the document were used in 20% of cases. Specifically, 15% stated that they use software to monitor and track information flows, while 5% relied on computerised databases. Regarding the double‑materiality analysis, only eight companies in the sample (13%) used a double‑materiality matrix, with a higher share among out‑of‑scope issuers (20%) than in‑scope ones (7%). The documents show that top management was more often involved in assessing impact materiality (63% of cases) than financial materiality (38% of case, that is 23 companies, of which 17 out‑of‑scope). As for impact assessment, the double materiality analysis shows extensive use of stakeholder engagement, implemented by 80% of the sample and even more frequently among in-scope companies. The stakeholders most frequently mentioned include suppliers, employees, customers, and the financial community. In addition, around 92% of the companies that engaged stakeholders provided information on how this engagement was carried out. The board of directors was involved at the conclusion of the double materiality assessment process in 93.3% of cases and approved its results in more than half of the companies. Regarding the commitment to the climate transition, 63.3% of the companies in the sample reported to have adopted an ESG or sustainability plan; the incidence is higher and equal to 73.3% among in‑scope firms. However, only 13.3% of the sample stated that they already had a transition plan in place. The analysis of the abstracts from the Strategic plans related to 2024 highlights how the integration of ESG factors is progressively reshaping corporate strategies and business models, particularly among the in‑scope companies that published an abstract (20 issuers). Most of these companies included long‑term sustainability considerations, linked their strategy to the Sustainable Development Goals (SDGs) of the United Nations, and, in some cases, fully integrated ESG factors into their corporate planning. An examination of the auditor’s assurance reports on the 60 sustainability reporting in the sample reveals that in 92% of cases, the sustainability reporting auditor is the same auditor performing the statutory audit of the financial statements. The auditor always expressed his opinion in the form of limited assurance. In addition, in one case, the auditor has also performed a reasonable assurance engagement for a selection of indicators and issued an additional report on that selection. No qualified, adverse or disclaimers of opinions, nor emphasis of matter paragraphs were identified. |
| The Section ‘Material topics’ shows the results of the double materiality assessment across the ESRS environmental, social and governance issues, highlighting the related impacts, risks and opportunities identified by companies in the sample. ... more |
| In the environmental domain, impacts related to the topic E1 - Climate change are reported as material by all 60 companies, while E5 - Resource use and circular economy is identified as relevant by 50 companies (83.3%). A total of 79 positive and 159 negative impacts are reported for E1, while E5 accounts for 33 positive and 105 negative impacts. From a financial perspective, material risks are most frequently associated with E1 and E5, indicated respectively by 90% and 53.3% of issuers. Opportunities are also reported for the same topics, associated with E1 by 71.7% of companies and with E5 by 41.7%. For social topics, S1 - Own workforce is material, from an impact perspective, for all companies, followed by S4 - Consumers and end‑users (95%), S2 - Workers in the value chain (80%) and S3 - Affected communities (53.3%). This area records the highest number of impacts: for S1, issuers report 240 positive and 192 negative impacts, while for S4 they report 109 positive and 106 negative ones; for S2, impacts amount to 34 positive and 113 negative. As for financial risks, S1 is considered material by 76.7% of companies, S4 by 75%, and S2 by 50%. Opportunities are more frequently reported for S4 (63.3%) and S1 (58.3%). In the governance domain, G1 - Business conduct is identified as material by 58 companies (96.7%); companies report 119 positive and 93 negative impacts related to this topic. From a financial perspective, risks associated with G1 are reported by 75% of companies, while opportunities are indicated by 45% of the sample. |
| The Section ‘Remuneration policy and sustainability’ analyses the integration of ESG criteria into CEO remuneration policies. ... more |
| Issuers linking CEOs remuneration to non-financial factors are 47, equal to 78.3% of the sample. Companies in-scope envisage sustainable remuneration in the 90% of the cases, while out-of-scope companies in the 66.7% of the cases. The reference to ESG issues concerns the short-term component of the remuneration in 42 cases and the long-term component in 36 cases. The average percentage of short-term variable remuneration linked to ESG factors is equal to 20.4%, while the average percentage of long-term remuneration linked to such factors is 21.9%. |
| This edition of the Report includes the Addendum ‘NFSs and the sustainable evolution of Italian listed companies’, which presents the main findings emerging from CONSOB’s analyses of the non‑financial reporting of Italian listed companies carried out over the period 2018–2024. ... more |
| The Addendum was prepared by: Giovanna Di Stefano (coordinator) - CONSOB, Research and Regulation Department (g.distefano@consob.it) Angela Ciavarella - CONSOB, Issuers Supervisory Department (a.ciavarella@consob.it) The Addendum shows a progressive consolidation, starting from the entry into force of Legislative Decree No. 254/2016, of the integration of ESG issues into business models and corporate governance. Over time, both stakeholder engagement and the role of the board of directors in the materiality analysis have increased. In 2024, most companies disclosed ESG objectives or plans and incorporated these topics into their corporate strategy. Sustainability committees have also grown in number, as has the inclusion of ESG targets in the remuneration of top management. Overall, these developments point to a structural transformation in reporting processes and governance, toward models increasingly aligned with sustainability objectives. |
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)
Sarah Colonna - CONSOB, Research and Regulation Department (s.colonna@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 sustainability reports and Pierfrancesco Potenza 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]