The 10th edition of the CONSOB Report on the corporate governance of Italian listed companies has been published (28 March 2022)

The 10th edition of the CONSOB Report on the corporate governance of Italian listed companies has been published. The Report provides, also for the year 2021, evidence regarding ownership structures, corporate bodies, meetings and transactions with related parties.

At the end of 2020, the average share of the largest shareholder of Italian issuers was close to 48%, with a slight decrease compared to the long-term values, while households continue to represent the main reference shareholders in 64% of cases. For the first time in the last decade, the relevant share held by Italian institutional investors has increased with a significant stake in 18 listed companies. The progressive reduction of the diffusion and intensity of the separation between ownership and control is confirmed, with a decrease in the impact on the list of companies that are part of a vertical group. On the other hand, the spreading of the increased vote, envisaged in the statute of 64 issuers, is rising.

The governance of Italian listed companies is still characterized by the prevalence of the traditional model. On average, the management body is composed of ten members, against an increase over time in the incidence of independent members pursuant to the Corporate Governance Code or the Consolidated Law on Finance (50% of members at the end of 2020) and the share of issuers with at least one minority director (over 56%).

In consideration of the deep structural evolutions taking place in the field of sustainability and digitalization and of their relevance for business activity, for the first time the Report surveys the skills in these areas of the directors of medium to large companies. At the end of 2020, the share of management positions held by directors with sustainability skills was 14.6%, while the figure stood at 16% with reference to digital skills. Issuers with at least one director with sustainability or digital skills stood at approximately 72% and just over 74% respectively, while 28% had directors with both profiles.

With regard to gender diversity, at the end of 2021, 41% of administrative positions in listed companies are held by a woman That represents the all-time high observed on the Italian market, also due to the application of the regulations on gender quotas. The entry of women into the boards has helped to change their characteristics, lowering the average age of members, raising the share of graduates and increasing the diversification of professional profiles.

The 2021 shareholders' meeting season for listed companies with the highest capitalization recorded an average shareholder participation of 74.6%. Italian institutional investors took part in 95 meetings, the highest figure since 2012. On average, the remuneration policies in force were approved with a favourable vote by about two thirds of the share capital and almost 90% of the share capital represented at the shareholders' meeting, while the rate of favourable votes to the remuneration paid for the previous year reached 66% of the share capital and approximately 88% of the votes represented at the shareholders' meeting.

With regard to transactions of greater significance with related parties, 670 documents were collected from 2011 to 2021 (41 in 2021). They were largely attributable to small companies and to transactions that mainly concerned loans or contracts for the supply of goods or the provision of services. In the same period, in application of the exemption provided for by the CONSOB Regulation, 264 related-parties transactions of greater ordinary importance and at market conditions (29 in 2021), carried out mainly by large capitalization companies, were also communicated to the Institute.​