Financial, Stock Exchange, Corporate governance of Italian listed companies
Evidence regarding ownership structures, corporate bodies, meetings and transactions with related parties. The 2017 Report also analyzes the issues of transparency on non-financial information in Italy and board diversity in the main European countries.
Consob report on corporate governance of Italian listed companies for 2017
The corporate governance of Italian listed companies
Control models and ownership structures
The evidence relating to the 230 companies listed on the MTA at the end of 2016 confirm the net prevalence of issuers (around 7 cases out of 10) in whose shareholders there is a reference shareholder (of absolute majority or relative capital).
Among the non-controlled companies, there was a decline in co-operative companies from 7 in 2015 to 4 in 2016, following the enactment of Law 33/2015.
The average share held by the main shareholder remains stable (47% of ordinary capital stock).
The families continue to control the majority of companies (146 companies, mainly belonging to the industrial sector, for a market capitalization equal to 33%), followed by State and local authorities (21 companies, mostly operating in the services sector, for a capitalization equal to 36% of the market), while in 18% of cases, mainly relating to the financial sector, a parent company can not be identified.
Significant holdings of institutional investors
At the end of 2016, institutional investors hold significant holdings in 61 companies.
The figure – whose historical series has been adjusted to take account of the rise from 2% to 3% of the proprietary transparency threshold in 2016 – confirms the decline in the number of companies invested by institutional investors, already outlined in the previous two-year period due to of the net and progressive decrease in the presence of Italian investors only partially offset by the greater presence of foreign investors.
The average share of capital held by significant institutional investors in investee companies is equal to 7.5% in 2016, slightly lower than in previous years.
Italian institutional investors invest mainly in companies with a smaller capitalization, while foreign investors more frequently hold significant holdings in medium-high capitalization companies and active in the financial sector.
Separation between ownership and control
The use of instruments of separation between ownership and control continues to decline.
At the end of 2016, in fact, 80% of the companies do not belong to any pyramidal or horizontal group (the figure stood at 56% in 1998), while only 16.5% belong to a vertical group (39% in 1998 ).
At the same time, the number of issuers who decided to make use of the options introduced by the so-called Competitiveness Decree (legislative decree 91/2014) has increased.
In particular, 33 listed companies have provided in their by-laws the mechanism to increase voting rights in favor of those who have been shareholders for at least two years (shares with increased voting rights), while an issuer has issued multi-vote shares during the listing stage. .
The adoption of these instruments mainly involved small companies operating in the industrial sector and characterized by a family control model.
Corporate governance, board size, independent and minority directors
At the end of 2016, in line with past evidence, the boards of directors of the 225 companies that adopt the traditional model consist of around 10 members on average.
The independent directors (according to the requirements of the Corporate Governance Code and / or the Consolidated Law on Finance – Tuf) are on average 5 (47.6% of the total), while the minority are 2 and are present in 96 companies.
Interlocking
Just over two thirds of the issuers, above all of larger size, have at least one director holding administrative offices in other listed companies (interlocker).
The phenomenon affects about a quarter of the administrative body in 75 companies and a percentage between 25 and 50% in 78 companies.
Furthermore, women are more and more of an issuer (31% compared to 18% in 2013).
Board internal committees
The number of companies establishing board internal committees continues to grow: this trend is particularly evident for the nomination committee, present at the end of 2016 in 57% of companies (20% in 2011).
In line with last year’s figure, 184 issuers said they had carried out the self-assessment process, while 39 companies adopted a succession plan (30 in 2015).
Participation of shareholders in the meetings
According to the evidence gathered since 2012, the assemblies of the 100 Italian companies with the highest capitalization record on average the participation of over 70% of the share capital.
In 2017, the presence of institutional investors reached an average value of 19.4% of capital, a higher figure in the period considered, reflecting the continued growth in the participation of foreign institutional investors (from 10.4% to 18.3% of social capital).
On the other hand, the presence of Italian institutional investors in the shareholders’ meeting remains stable at around 1% of the capital.
Milan, 12 February 2018
Nadia Linciano (coordinator), Angela Ciavarella, Rossella Signoretti, Eugenia Della Libera
Publication Extract
Source Consob
