More women on the boards of directors of Italian companies, but still very few manage to rise to the highest positions (CEO or president). Ownership concentration stronger, with foreign investors fleeing and Italian ones slightly increasing. In line with previous years, households continue to be the main reference shareholders. These are the main numbers of the Consob Report on the corporate governance of Italian listed companies, now in its eleventh edition.
The numbers of the Report: gender diversity is growing
At the end of 2022 “the growing emerges gender diversity, which sees the share of directorships in listed companies held by a woman as 43%, as a result of the application of the gender quota of two-fifths of the body envisaged by law", reads the report. In 2011, only 7% of directors were female. But there are still very few at the top: in 2% of cases CEO and in 4% president.
The data also confirms that women hold more than one management position more frequently compared to men: this situation concerns 28,6% of women, compared to 21% of the entire population of administrators.
In general, directors have an average age of 57 and are rarely foreign (on average 5,6% of the board, which rises to 11% for Ftse Mib companies and 26% for companies controlled by financial institutions ), almost always graduates and with a managerial profile in two thirds of the cases. The administrators family (controlling shareholders or connected to them by family ties) represent on average 15,5% of the offices, which reaches 26% in family-controlled companies.
State and families in control
As for the shareholding structure, it increases the proprietary concentration in listed stock exchanges, together with the presence of the state, while that of the institutional investors, especially foreign. In detail, the share of the leading shareholder of listed companies increased slightly, reaching an average of 49% from 47,6% in 2020, about three percentage points more than in 2011. The share held by the market is equal to 39% of the capital (40% in 2020). It should be noted that the average controlling stake once again exceeds the 50% threshold, from 49,3% to 51,4%.
In line with previous years, the families continue to be i main shareholders of reference, controlling 63,4% of listed companies (64% in 2020), mainly smaller ones (included in the Star index or not included in any index) and operating in the industrial sector. The State and the other local authorities represent the reference shareholder in 11,6% of the companies, mainly larger and belonging to the service sector; the share grows from 11,1% in 2020 and from 10,5% in 2019, and is almost three points higher than 8,8% in 2011.
Shareholders' meetings and remuneration policies
The 2022 shareholders' meeting season of the 100 most highly capitalized listed companies recorded a increase in participation of shareholders, with an average participation of 75,4% of the share capital, up by about one percentage point compared to 2021 and by 5 percentage points compared to 2012.
Italian institutional investors represent 2,6% of the share capital (1,1% in 2012) and took part in 94 meetings (40 in 2012). On average, in the past year the consensus of the assembly has increased both on remuneration policies (approved by 67,9% of the share capital) and on the advisory vote on the fees paid for the previous year (votes in favor for 68,8% of the share capital).
Engagement policies of FTSE MIB companies
One of the insights of this year's report concerns the analysis of engagement policies, which shows how FTSE MIB companies have followed up on the Recommendation of the Corporate Governance Code regarding the adoption of a policy for the management of the dialogue with the generality of the shareholders, while choosing heterogeneous implementation methods. In particular, the policies differ with respect to the possible methods for carrying out the dialogue (which can also be proactive in 17 cases, take place both bilaterally and collectively in 19 cases and in one-way mode in 15 cases) and with respect to possible participating subjects (which may also include other subjects internal to the company other than the director in charge, as well as external, additional to the generality of the shareholders).
Speeches on ESG in shareholders' meetings of over 80 companies
A second in-depth analysis examines the interest of the shareholders towards the sustainability issues analyzing the interventions of the shareholders on ESG matters in the annual meetings for the approval of the financial statements held in the years 2018 and 2019 on the basis of the related minutes. In the years considered, at least one shareholder intervened on these issues in over 80 companies (respectively 85 in 2018 and 87 in 2019) representing 41% of the sample. On average, in 2018, 1,5 shareholders per shareholders' meeting made interventions on at least one sustainability profile (1,4 shareholders in 2019), for a total of 411 ESG items (384 in 2019), taking into account the circumstance that some shareholders made speeches on more than one topic.
