(Finance) – Massimo TononiPresident of BPM deskhe was appointed President of the Corporate Governance Committeewhich met yesterday, replacing Lucia Calvosaformer president ofEniwho has chaired the Committee since 2021.
The Committee, chaired by the newly elected President Massimo Tononi, approved the Annual report on the activity carried out in 2023 which also contains the eleventh Report on the application of the Self-Regulatory Code. The Report highlights in particular how adherence to the main recommendations of the Code remains high and gradually growing, especially in the most innovative areas of the Code. It also tends to reduce the influence of size and ownership structures, thanks to the greater proportionality of the new Code.
The activity of monitoring conducted this year shows the growth ofcompanies’ commitment to sustainability front: adherence to the objective of is consolidated sustainable successreported by 93% of companies compared to 88% in 2022 and just 43% in 2021, and improves disclosure of the methods of its application (sustainability plan or policy, integration into strategies or changes to the statute) provided by 77% of companies compared to 67% in 2022 and just 43% in 2021.
Like every year, the Committee deemed it appropriate to formulate specific recommendations to the administrative and supervisory bodies of listed companies, through a letter from its President, with the aim of strengthening the application of the principle comply or explain: in the letter, the Committee requests a more explicit identification of any disapplications of the Code and a
more adequate explanation of the reasons for the deviation, the decision-making processes followed and the alternative methods adopted to ensure compliance with the principle underlying the disapplied recommendation.
In particular, the following have been identified main priorities: on the topic of role of the administrative body, the Committee invited the boards to provide adequate disclosure on the involvement of the management body in the examination and approval of the industrial plan and in the analysis of the topics relevant to the generation of value in the long term; on the topic ofpre-meeting informationthe Committee invited the boards of directors to give adequate reasons in case of derogation from timeliness
of the pre-meeting information for confidentiality reasons; on the topic oforientation of the board on the optimal composition of the administrative body, the Committee invited the boards to clearly indicate, providing adequate reasons, any failure to express the orientation and/or failure to request to provide information regarding the compliance of the list with the orientation, and to indicate how the publication times of the orientation have been deemed adequate to allow adequate consideration by those presenting the lists of candidates; on the topic ofintroduction of increased voting rightsthe Committee invites companies to provide adequate disclosure, in any proposals presented to the meeting, of the purposes of the choice and the expected effects on the ownership and control structures and on future strategies and to provide adequate reasons for any failure to indicate these elements.
The Committee, following the biennial evaluation on the opportunity to proceed with a possible revision of the Code, considered that the current Code keep one fully topical and can represent an important element of stability in the face of the important changes that are emerging, both at European and national level, in the regulatory context regarding sustainability and corporate governance. Therefore, the Committee decided to focus activity in 2024 on promoting the best application
of the current Code, strengthening the guidance and monitoring tools, and to postpone the start of a possible review until the ongoing evolution of the European and national regulatory framework is completed. This is also in consideration of the delegation to the Government, provided for by Capital Billto proceed with an organic reform of the regulation of listed companies which provides, among the guiding criteria,
the simplification “of the rules of corporate governance, taking into account the rules established by the self-discipline codes”.
The coposition of the Corporate Governance Committeewhich includes representatives of the promoting bodies (Abi, Ania, Assogestioni, Assonime, Borsa Italiana and Confindustria) and top representatives of listed companies and asset management companies, has been updated with the entry of Antonio MatontiDirector of Legislative and Regional Affairs, Corporate Law of Confindustria, Stefano PontecorvoPresident of Leonardo, Paolo ScaroniPresident of Is in the, Giuseppe ZafaranaPresident of Eni. The Committee has nominated Francesco La Manno as Secretary and confirmed Marcello Bianchi as coordinator of the Technical Secretariat.
The current composition of Corporate Governance Committee is therefore the following: Massimo Tononi (President), Carlo Trabattoni (Vice President), Veronica Buzzi, Lucio De Gasperis, Maria Bianca Farina, Carlo Ferraresi, Stefano Firpo, Emilio Franco, Aldo Fumagalli Romario, Fabio Galli, Patrizia Grieco, Gian Maria Gros -Pietro, Nicola Maione, Antonio Matonti, Pietro Carlo Padoan, Claudia Parzani, Stefano Pontecorvo, Salvatore Rossi, Giovanni Sabatini, Paolo Scaroni, Maurizio Sella, Andrea Sironi, Fabrizio Testa, Giuseppe Zafarana.
There Technical Secretariat is coordinated by Marcello Bianchi (deputy general manager of Assonime), and makes use of a committee of Experts (which includes Bruno Cova, Piergaetano Marchetti and Angelo Provasoli and a Secretary, in the person of Francesco La Manno (Head of Compliance & Corporate Governance of companies listed on the Italian Stock Exchange).