“Corporate governance is a key element in restoring confidence in capital markets but also in bridging the gap between the increasing flow of savings and the growing need for investment needed to sustain growth”. As Gabriele Galateri of Genola, Chairman of the Corporate Governance Committee and of Assicurazioni Generali, introduced the annual discussion forum on the "state of the art" of Corporate Governance in Italy which opened in Milan and will end on Friday 2 December.
The theme is more topical than ever in times of great uncertainty like the current one and it is no coincidence that the President of the Republic Sergio Mattarella underlined how much "good corporate governance practices have proven to be a fundamental pillar of the economic constitution of mature countries and to be able to contribute to the health of the markets, especially in periods of high uncertainty and volatility”. Galateri, for his part, also mentioned the new emerging issues. "First of all - he observed - there is a need to better calibrate the corporate governance standards of the so-called growth companies" so that they are "suitable for their particular characteristics and at the same time capable of giving investors confidence". The second challenge is the corporate governance of financial intermediaries. For these individuals, the supervisory rules issued by regulators are expanding to topics such as remuneration, risk management, composition and structure of boards, following a "command and control" regulatory approach which - observed Galateri - is "unusual in matters of corporate governance”. In this case “the challenge is to find a balance between the need to avoid failures in corporate governance, especially for systemically important intermediaries that contributed to the financial crisis, and the need to ensure that the corporate governance structures of these entities can evolve and diversify so as to encourage effective competition”.
Supporting the discussion at the two-day event in Milan is the new study on "Corporate Governance in Italy: self-regulation, remuneration and comply-or-explain (year 2016)" published by Assonymous and created with Emittenti Titoli, since 2001. It constitutes a point of reference through the analysis of reports on corporate governance and remuneration published by Italian listed companies to provide information on their governance system.
The 2016 survey cOpens the 227 Italian companies, listed as at 31 December 2015 on the MTA market managed by Borsa Italiana, whose reports were available as at 15 July 2016: the coverage of the price list is substantially complete. Attached we publish the extract from the "Notes and Studies" which provides a general overview of the governance of listed companies, examining the degree of their
adaptation to most of the recommendations contained in the Self-Regulatory Code (ed. 2015) and paying particular attention to the application of the comply-or-explain principle with reference to the recommendations for which their application can be objectively observed. Finally, the survey also provides a detailed analysis of the remuneration of the administrative and control bodies,
summarizing the main assessments with reference to the policies adopted by the issuers and the actual remuneration
paid to the individual members of the corporate bodies.
The survey shows that the quantity and quality of the information provided by listed companies on the methods of application of the Code of
self-discipline are generally high and in progressive and constant improvement, both in the case of alignment and in the case of total or
partial misalignment with the recommendations of the Code.
The application of many recommendations is substantially integral. Deviation cases are usually accompanied by
reasoned explanations which are thus clearly highlighted to investors, allowing them to evaluate them and draw the relevant conclusions
conclusions on its trading decisions and/or engagement with the issuers concerned.
For some recommendations, there is still a particularly high degree of non-implementation as well as lower quality
of the information and explanations provided to justify its non-application. The most significant areas for improvement concern
the role of the board of directors and the nomination committee as well as some specific aspects of the remuneration policies
of the administrators.
Attachments: Corporate Governance in Italy, 2016
