Green light to the new Corporate Governance Code made precisely by the Corporate Governance Committee chaired by Patrizia Grieco. The text - the result of a long discussion with listed companies started in 2018 - contains a series of innovations on four fundamental guidelines: sustainability, engagement, proportionality, simplification. More attention to small shareholders and stakeholders in general and a new mission for companies: to achieve sustainable success understood as "the creation of long-term value for the benefit of shareholders, taking into account the interests of others stakeholder relevant to society".
More specifically, the new Code “intends to stimulate listed companies to adopt strategies that are increasingly oriented towards sustainability of the business activity – reads the note from Assonime – the board of directors is assigned the responsibility of integrating the sustainability objectives into the industrial plan, into the internal control and risk management system and into the remuneration policies”.
As to the engagement, "a fundamental liaison role is attributed to the chairman of the board, to whom the Code entrusts the task of submitting to the approval of the board itself, in agreement with the CEO, a policy for managing dialogue with the majority of shareholders, ensuring adequate information to the board on the development and significant contents of the dialogue that took place with all shareholders".
In the chapter "proportionality”, on the other hand, the Code contains “some recommendations addressed only to large companies (companies with capitalization exceeding 1 billion euro for three consecutive calendar years), while specific simplifications are envisaged for companies with concentrated ownership (companies in which one or more shareholders hold, directly or indirectly, the majority of votes exercisable in ordinary shareholders' meetings).
Again: on the side of simplification, "the new Code presents a more streamlined structure - explains the association - based on principles that define the objectives of good corporate governance, and recommendations subject to the "comply or explain" rule, while the comments have been eliminated".
Finally, with the revision of the Code were also strengthened some recommendations already existing (assessment of independence, quality of information to directors, role of the chairman of the board), and explicitly recommended some practices only desired in previous editions (succession plan for executive directors, equal treatment and opportunities between genders in the business organization).
The Corporate Governance Committee was established in 2011 on the initiative of Abi, Ania, Assonime and Confindustria, Borsa Italiana and the Association of Professional Investors (Assogestioni). The institutional purpose of the Committee is to promote the good corporate governance of listed Italian companies. One of the tools is the Corporate Governance Code of Listed Companies and ensures its constant alignment with the best practice international. The Committee also ensures annual monitoring of the implementation status of the Code by member companies and suggests the most useful tools for implementing it on a voluntary basis.
