Marzo 2017
Note e Studi 4-2017 - Corporate Governance in Italy:Compliance, Remunerations and Quality of the Comply-or-Explain (Year 2016)

29/03/2017

Since the first year of application of the Italian Corporate Governance Code (hereinafter “Code”), Assonime analyses the Corporate Governance Reports issued by the board of directors of listed companies in order to provide information about their corporate governance system. According to the Code, such Reports provide an accurate disclosure on the application of individual Code recommendations.

The 2016 analysis covers 228 Italian companies, listed on the MTA Italian Stock Exchange Market on December 31st, 2015, whose Reports were available as of July 15th, 2015: the survey covers substantially the whole MTA stock list.

The Reports refer to the application of Code recommendations, as amended in July 2015 by the Corporate Governance Committee, taking in due consideration its temporary regime.

The study provides also an in-depth analysis of directors’ and statutory auditors’ remuneration, based on information collected from companies’ Remuneration Reports.

This part is focused on two main topics:

a) companies’ remuneration policies and the governance of the procedures for their adoption;

b) detailed information about the remuneration paid to individual directors and statutory auditors in 2015.

Finally, the study deals with the application of the comply-or-explain principle6, focusing on specific Code recommendations where compliance or non-compliance cases may be assessed in an objective way; in case of total or partial non-compliance, the study analyses the quality of explanations provided. An evaluation on the application of the comply-or-explain principle is provided together with the compliance rate with individual Code recommendations.

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