The presence of women in top positions as chairs and chief executive officers at Italian listed companies has declined. The participation of institutional investors, particularly foreign investors, in the ownership structure of companies listed on Borsa Italiana has also decreased.

These are among the main new findings of Consob’s 2025 Report on corporate governance, published on 2 July 2026. The Report also highlights the growing weight of companies that have adopted the one-tier corporate governance model, the now structural presence of independent directors, and the strengthening of minorities on boards of directors. The delisting trend continues: at the end of 2025, 185 Italian companies were listed in Milan, compared with 196 at the end of 2024.

In a context in which the indicators show few significant changes compared with 2024, women’s representation on boards of directors is close to 44%, above the minimum threshold of 40% required by law. In around one company out of five, women are equally or more represented than men, confirming steady growth over the last three years: 19% in 2025, compared with 15.2% in 2023 and 15.9% in 2024. However, the Report shows a decline in the number of women holding the position of chair: 21 in 2025, compared with 28 in the previous year. A similar decrease is recorded for the role of chief executive officer: 17 cases, compared with 18 in 2024.

The presence of institutional investors exceeding the relevant thresholds of 3% or 5% in the share capital of companies listed on Borsa Italiana has also declined. There were 53 such investors in 2024, compared with 46 in 2025. The number of shareholdings held by institutional investors also decreased year on year, from 71 to 62. Both trends can be attributed, at least in part, to companies leaving the stock exchange.

The Report also confirms the high level of ownership concentration: at the end of 2025, the average stake held by the largest shareholder stood at 48.7%, slightly higher than in recent years, pointing to limited contestability of control.

In terms of governance models, while the traditional model remains predominant, the weight of listed companies adopting alternative arrangements has increased over time. In particular, the one-tier system accounted for around 24% of market capitalisation at the end of 2025, compared with 20% in the previous year.

At the end of 2025, 68 issuers, representing 12.4% of total market value, had introduced loyalty voting rights in their articles of association, slightly down from 2024, when there were 72 issuers, equal to 14.7% of the market. This decrease was mainly due to delisting operations. By contrast, the number of cases of enhanced loyalty voting rights increased, involving 13 companies.

For the first time, the Report also highlights the contribution of both Italian pension funds, which attended around two thirds of general meetings but with limited shareholdings, and social security institutions, which participated in a smaller number of general meetings but represented 41.7% of the shares held by domestic institutional investors attending those meetings.

Shareholder participation in general meetings of FTSE MIB companies remains high, at 73% of share capital, and is slightly higher than in 2024. Institutional investors continue to play a significant role, representing on average around 34% of the capital present at meetings, largely attributable to foreign investors, who account for 32%.

As regards corporate bodies, the main trends observed in recent years have further consolidated. Boards of directors remain stable in size, with an average of around 9.7 members, and show the now structural presence of independent directors, who account for more than half of board members. At the same time, the role of minorities has strengthened, with around 70% of companies including at least one minority-appointed director, compared with 66.5% in 2024. Greater turnover in appointments is also observed, with a reduction in the average length of board tenure, together with growing recognition of experience, as shown by the average age of board members, which stands at around 58 years. The internationalisation of boards, however, remains limited.

The Report will be presented and discussed in September in Rome at the Consob Auditorium.