Transparency on the governance of listed companies in Italy is of a high level, even compared to the international scene. In our country, 93% of the companies in question declare that they have joined the Code of self-discipline for listed companies and compliance with individual recommendations in many cases is close to 100%. The information is of good quality even where situations different from best practices emerge, which are clearly highlighted to investors. This is what emerges from the thirteenth edition of Report on the corporate governance of listed companies in Italy by Assonime and Emittenti Titoli Spa. The 2013 survey covers the 239 Italian companies listed as at 31 December 2012, whose reports were available as at 15 July 2013, for substantially complete coverage of the list.
According to the study, some recommendations of the Code still find partial application (appointment of the Lead Independent Director, board evaluation procedure, sometimes composition of committees, contents of the remuneration policy). Even in these areas, however, there have been significant improvements: the composition of board committees is already aligned with the new recommendations of the Code, while transparency on the pre-board circulation of information, on the existence of succession plans and on the board process evaluation is clearly improving.
THEmiddle age of directors is 59 years old, but it varies significantly by sector (58 years in the non-financial sector, 63 years in banks). Executive directors are on average younger (57 years).
As for remunerations, the average of directors is equal to 225 thousand euros (-3% compared to the previous year). The managing directors receive a remuneration (excluding equity compensation) of around 770 thousand euros, while the executive chairmen receive around 20% less (627 thousand euros) and the other executive directors just under 60% of the CEOs (448 thousand euros) . This is followed by the non-executive chairmen (302 thousand euros), the other non-executives (73 thousand euros) and the independents (55 thousand euros), who never receive equity compensation.
La remuneration structure of managing directors varies according to company size and sector. In larger companies, the weight of the fixed component is lower (47%, against 72% in Small caps) and the weight of the variable component increases (bonuses are 35% of the total, against 9% in Small caps). In the financial sector, the weight of the variable component is constantly decreasing both in terms of amount (it decreased from 316 thousand euros in 2011 to 184 thousand euros in 2012, up to 60 thousand euros this year) and as a percentage of total remuneration (decreased from 16 5% of the total).
At the same time, an increase in fixed compensation is observed. In the non-financial sector bonuses are much higher, both as an average amount (slightly less than 200 thousand euros) and as an incidence on overall remuneration (they are equal to 27% of the total; they were 29% in 2012, 21% in 2011). The cash compensation received by the CEOs decreased by an average of 7%, after almost always growing in the last three years; the drop is more marked (equal to 27%) in the financial sector.
