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from Part III - Europe
Published online by Cambridge University Press: 10 September 2022
This Chapter provides an extensive analysis of the regulatory framework for shareholder voting and engagement in Italy. Despite high levels of ownership concentration of publicly listed companies, institutional investors have grown into prominent players on the Italian corporate governance scene. In particular, the Italian practice of shareholder engagement shows that say-on-pay, related party transaction oversight and slate voting for director elections are all useful for policing institutional investors’ active ownership, but they have to mutually combine in order to be effective. First, say-on-pay is a tool complimentary to minority representation on the board of directors to foster institutional investor stewardship. Second, minority board representation ensured by slate voting can improve self-dealing oversight since ex ante independent scrutiny of related-party transactions is required. Moreover, at Italian listed companies, the presence of minority-elected directors has actually had a positive impact on the adequacy of internal procedures for addressing related-party transactions.
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