From Assoprevidenza and the National Council of Chartered Accountants and Accounting Experts - CNDCEC comes the "Centre for the protection of the rights of institutional shareholders". Objective: to contribute to the promotion, coordination and development of the active participation of pension and welfare investors in the corporate life of the listed companies in which they invest, an activity which is also directly linked to the application of ESG criteria.
It is a non-profit association established by private agreement on 23 January by the two founding members and officially presented to journalists in Milan at the headquarters of Neuberger Berman SpA during a meeting attended by the President Sergio Corbello with Alessandro Baldi and Ivonne Forno and for the CNDCEC the Secretary Achille Coppola with Simona Bonomelli and Massimo Scotton. The Centre, which is based in Rome in Piazza della Repubblica 59, is aimed at institutional shareholders with social security and welfare purposes, aiming to involve study centres, organizations and research institutes, primarily universities, in its activity.
It expects to achieve its objectives with the professional support of the representatives of Assoprevidenza and CNDCEC and of the other realities that will want to support the Founders in the future. The qualification of Founding Members of the Center may also be attributed to other entities wishing to support it and give it an operational commitment. "Every useful form of dialogue and collaboration will be launched - declared the President of Assoprevidenza Sergio Corbello - with Assogestioni and with the important aggregation initiative that recently saw the sector of first pillar professional insurance funds take center stage with the birth of Assodire-Associazione of Responsible Investors".
The Center will inform social security and welfare investors about the "administrative rights" linked to the share investment and how to exercise them; will train the members of the governance and management bodies of social security and welfare investors on the key topics of financial reporting, knowledgeable investment, the risk inherent in the forms of corporate governance and their consequent effective application within the issuers; provide social security and welfare investors, through the preparation of studies and analyses, summarized in a series of indicators, support for the aware and informed exercise of the right to vote; it will favor aggregation both for the engagement activity and for carrying out the proxy voting process; promote the adoption of electronic voting in assemblies as an element of economic democracy; will develop direct representation through the candidacy of independent directors; it will oversee the publication of studies and research on active shareholding and on the development of real activities as strategic activities of social security and welfare institutions.
"The diffusion of the electronic voting tool in the shareholders' meetings - said Massimo Mion, president of the CNDCEC - will become the first litmus test of the effective willingness of listed companies to open up to the real participation of shareholders in corporate governance". The Center will promote a Decalogue which allows the social security and welfare investor to define his own strategy regarding the exercise of voting rights taking into account the following fundamental aspects of the management of the company in which he is a shareholder:
1) shareholding and representation (promotion of initiatives aimed at the participation of minorities; ratio between shareholding of institutional and majority investors);
2) governance systems;
3) existence of board induction, board review and transparency of results programs (including corrective actions);
4) self-assessment activities carried out with the support of professionals and advisors (with autonomy and independence requirements);
5) composition of boards of directors, committees and top management;
6) application of the gender principle;
7) level of internationalization;
8) heterogeneous cultural and professional level;
9) functioning of the boards of directors, committees and other bodies and functions;
10) proposals and reports of the committees to the board of directors: completeness, presence in the committees and their composition with different subjects, number of meetings of the committees;
11) remuneration and incentives for members of the boards of directors and senior management;
12) determination and transparency on long-term incentives and paymix definition.
The governance of the Center includes, in addition to the Members' Assembly, a Board of Directors currently made up of six members, the President and the Vice-President, an Auditor. The Presidency and the Vice-presidency, for a three-year term, are assigned, in rotation, to a representative of the Founding Members. In the deed of incorporation, the office of President was attributed to Achille Coppola (Secretary of the CNDCEC) and that of Vice-President to Sergio Corbello, president of Assoprevidenza. The other two members of the Board of Directors indicated by Assoprevidenza are Alessandro Baldi and Ivonne Forno. Simona Bonomelli and Massimo Scotton have been nominated for the CNDCEC. Finally, Assoprevidenza appointed Giuseppe Chianese as Auditor.
