Pubblicati il Rapporto Consob 2022 sulla Corporate Governance e gli interventi del convegno (28 aprile 2023)

Consob published the 2022 Report on corporate governance of Italian listed companies.
The eleventh edition of the report provides updated evidence on ownership structure, corporate boards, annual general meetings, and related party transactions. It also examines the engagement policies adopted by companies in the FTSE MIB Index at the end of 2022 and the interest expressed by shareholders on ESG issues during the 2018 and 2019 AGM seasons.
Regarding ownership concentration, the share of the largest shareholder slightly increased to an average of 49% in 2021, up from 47.6% in 2020 and about three percentage points higher than in 2011. The presence of institutional investors decreased, with 55 companies having them in 2021, which is 10 and 20 companies less compared to 2020 and 2011, respectively.
In terms of corporate boards, there was a significant increase in gender diversity. By the end of 2022, 43% of board positions in listed companies were held by women, thanks to the application of the gender quota prescribed by Law no. 2019/160. Women predominantly serve as independent directors (73%) and rarely as CEOs or board chairs. Female interlocking directorships, although still more prevalent than male interlocks, continue to decrease to 28.6% by the end of 2022.
The 2022 AGM season for the top 100 listed companies showed an increase in shareholder participation, with an average of 75.4% of share capital being present, up by approximately one percentage point from 2021 and five percentage points from 2012. Italian institutional investors represented 2.6% of share capital and participated in 94 AGMs. Overall, there was increased shareholder consensus on remuneration policies and the advisory vote on remuneration paid for the previous year.
The report also examines engagement policies, revealing that companies in the FTSE MIB index have largely complied with the Recommendation of the Corporate Governance Code regarding the adoption of a policy for engaging with shareholders, although implementation methods vary, including different types of dialogue, involvement of various internal and external stakeholders, and diverse communication approaches.
These findings highlight the evolving landscape of corporate governance in Italian listed companies, with changes in ownership concentration, increased gender diversity on boards, and growing shareholder participation and engagement on ESG matters.
The Consob intervention aims to provide insights into the level of shareholder engagement in Italian listed companies regarding ESG matters. It focuses on the frequency, relevance, and content of hard engagement, which refers to interventions made by shareholders during company meetings.
The analysis is based on the examination of the minutes of the 2018 and 2019 Annual General Meetings for the approval of financial statements of 209 Italian companies listed on Euronext Milan. For each set of minutes, the following information was recorded:
– Total number of shareholders who participated in the various agenda items (excluding follow-up interventions).
– Number of shareholders who addressed ESG issues during their interventions.
– Total number of ESG topics discussed in each AGM, representing the number of interventions related to ESG matters.
At least one shareholder intervention was observed in 167 companies in 2018 and 157 companies in 2019. Regarding interventions on ESG topics, at least one shareholder addressed such issues in 85 companies (40.7% of the sample) in 2018 and in 87 companies (41.6% of the sample) in 2019.
Among the various interventions has been the so called Assonime report, which highlights that despite positive developments in governance standards and practices, there has been a lack of expected growth in the size and role of the capital market. This can be attributed to structural weaknesses within the ecosystem and a regulatory framework that is more burdensome and rigid compared to other major markets. This imbalance risks perpetuating underdevelopment.
To support the development of the Italian economy and the transition towards sustainability, there is a need for a broader capital market. The governance model outlined in the new Corporate Governance Code is aligned with these objectives and is guiding companies towards sustainable success. However, this model applies to a diminishing number of companies.
To address this issue, a structural shock is needed to incentivize access to and participation in the capital market, while strengthening the long-term orientation of both capital demand and supply. This can be achieved through policies that promote the development of the domestic managed savings industry and institutional investors. Additionally, reforms to the Consolidated Law on Finance (TUF) should move towards a more „European“ standard, while emphasizing statutory autonomy.