Listed Companies and Corporate Governance: Highlights from the Capital Markets Reform

November 12, 2025

Highlights of the reform

Newly Listed Issuers

  • Option to adopt a simplified governance regime following the initial listing, including:
    • election of corporate bodies through voting on individual candidates, as an exception to the slate voting system; in certain cases, no obligation to ensure representation of minorities
    • simplified majorities for by-laws amendments and limitation on withdrawal rights
    • opt-out from the related-party transactions regulation (unless a materiality threshold is exceeded by at least 10%)

Shareholders’ Meetings of Listed Companies

  • Repeal of the obligation to publish the notice of call in newspapers
  • Default rule: the board of directors decides whether shareholders’ meetings are held in person or remotely, with the option of a designated representative, electronic or mail voting (a physical meeting is mandatory if requested by shareholders holding at least 5% of the voting rights)
  • Limitation of the right to submit resolution proposals on items already included in the agenda

Mobility between Listing Venues and Downlisting

  • Possibility to transfer the listing from a regulated market to an Italian or European multilateral trading facility (“MTF”)

Governance Systems

  • Revision of the three governance systems of joint-stock companies (listed and private): (i) streamlining the liability regime of non-executive directors; (ii) limits on delegated powers; (iii) extension of the non-compete obligation and the prohibition of the exploitation of “corporate opportunities”; (iv) strengthening of supervisory duties
  • Reform of the management and supervisory bodies of listed companies: (i) limitations on the termination of independent directors; (ii) powers granted to Consob to regulate the requirements for directors that are legal persons; (iii) redefinition of the duties, powers, and liabilities of the supervisory body

Other Measures

  • (i) Exclusion of “triangular cross-holdings” from the rules on reciprocal shareholdings; (ii) integration of the management report with a section on policies on new technologies and cyber risks; (iii) option to provide in the by-laws that the shareholders’ vote on remuneration policies is non-binding; (iv) redefinition of the prohibition on interlocking directorates

I. Introduction

On October 8, 2025, the Italian Council of Ministers approved, in a preliminary review, a draft legislative decree implementing the mandate conferred by Article 19 of Law No. 21 of March 5, 2024, as supplemented by Law No. 28 of March 11, 2025 (the “Capital Markets Bill”),[1] setting forth the principles of a comprehensive reform of the rules governing capital markets contained in Legislative Decree No. 58 of 1998 (the “Financial Markets Act”) and the governance provisions applicable to stock corporations contained in the Italian Civil Code (the “Capital Markets Reform”)[2]. The Capital Markets Reform was assigned to the competent parliamentary committees on October 21, with an opinion expected by November 30, after which it will be submitted to the Council of Ministers for final approval.

II. Key innovations of the Capital Markets Reform

As part of a broader process aimed at simplifying the regulatory framework applicable to joint-stock companies and enhancing the attractiveness and competitiveness of Italian capital markets, pursuant to the mandate granted to the Government under the Capital Markets Bill, the amendments introduced by the Capital Markets Reform unfold along several key areas of intervention, including the following:

  • procedures for convening and holding shareholders’ meetings of listed companies;
  • downlisting procedures allowing listed companies to move from trading on regulated markets to MTFs, thereby reducing compliance costs while maintaining access to capital markets;
  • an optional and simplified governance regime for newly listed issuers, designed to promote market access through streamlined rules on election of corporate bodies, amendments to by-laws, withdrawal rights, and related-party transactions; and
  • a comprehensive revision of the governance systems of joint-stock corporations (both listed and privately-held), aimed at strengthening efficiency, transparency, and internal control safeguards.

The main amendments introduced by the Capital Markets Reform with regard to these matters are analysed below.

As described in our memorandum “Takeover Bids and “Full Buyouts”: The New Face of the Italian Financial Markets Act” dated October 22, 2025 (to which reference is made for further details[3]), the reform enacted through the Capital Markets Reform also significantly impacts the regulation of takeover bids through cash and exchange offers, introducing, inter alia, the new “full buyout” mechanism upon shareholders’ authorization.

A. Newly Listed Issuers

    Among the most significant changes introduced by the Capital Markets Reform is the addition of Section V.1 entitled “Newly Listed Issuers”, in Part IV, Title III, Chapter II of the Financial Markets Act. With the aim of promoting access to capital markets, the Capital Markets Reform establishes an optional simplified regime meant to be more attractive for companies preparing to go public, by reducing costs and enhancing by-laws autonomy. Such simplification measures and the related by-laws amendments must be approved by the existing shareholders prior to the admission of the shares to trading. Naturally, newly listed companies may still opt to apply the general regulatory framework for listed entities.

    Scope

    The new rules will apply to “newly listed issuers”, i.e., companies that resolve to request the admission of their shares to trading on an Italian regulated market after the new legislation comes into force (Article 154.1 of the Financial Markets Act).

    To adhere to this regime, the extraordinary shareholders’ meeting must approve an amendment to the by-laws prior to submitting the admission to trading application to Borsa Italiana, granting dissenting shareholders the right of withdrawal. The resolution becomes effective from the first day of trading of the shares on an Italian regulated market. Subsequently, newly listed issuers may further amend their by-laws to benefit from any exemptions not initially adopted[4].

    Consob promptly publishes and updates on its website the list of companies that have opted into the special regime, ensuring transparency and public availability of the information.

    Introduction of an optional simplified regime applicable to newly listed companies, subject to the approval of the extraordinary shareholders’ meeting prior to the submission of the admission to trading application to Borsa Italiana

    Specific Governance Provisions

    Pursuant to the new Article 154.3 of the Financial Markets Act, the by-laws of newly listed issuers may provide for the election of the board of directors by derogation from the slate voting system, allowing instead a shareholder vote on individual candidates. In this case, (i) each share grants as many votes as there are directors to be elected, (ii) each shareholder may allocate all votes to one or more candidates, (iii) the candidates receiving the highest number of votes are elected, and (iv) at least 2/5 of the directors must belong to the less represented gender.

    Candidacies may be submitted by the outgoing board of directors and by shareholders holding at least 1% of the voting share capital, without prejudice to the possibility for the by-laws to set a higher threshold, up to a maximum of 5%[5].

    The by-laws may also provide that at least one board member be elected among the candidates proposed by minority shareholders, i.e., those who do not exercise control – either individually or jointly – and are not related to the controlling shareholders. This requirement becomes mandatory unless the by-laws provide that the majority of board members must meet the independence requirements under Article 148, Paragraph 2, of the Financial Markets Act, or where multiple-vote or loyalty shares are in place, or if the company is controlled by a public entity.

    The same rules apply to the election of the company’s board of statutory auditors or supervisory board, with the additional requirement that the chairperson of the board of statutory auditors or one member of the supervisory board must be selected from among the candidates proposed by the minority shareholders.

    Option to elect the board of directors without the slate voting system. Mandatory appointment of at least one minority director only in specific cases. The same rules also apply to the election of the board of statutory auditors or the supervisory board

    By-laws Amendments and Right of Withdrawal

    The simplified regime for newly listed companies also introduces changes to shareholders’ withdrawal rights, aiming to prevent opportunistic or speculative uses of such mechanism. Accordingly, the Capital Markets Reform allows for greater by-laws flexibility by limiting the mandatory grounds for withdrawal and introducing safeguard mechanisms, such as the whitewash procedure.

    Pursuant to the new Article 154.4 of the Financial Markets Act, the by-laws may provide that amendments to the by-laws be approved with the favourable vote of at least the majority (instead of two-thirds) of the capital represented at the shareholders’ meeting, even on first call, except in cases where multiple-voting or loyalty shares are issued (without prejudice to the provisions of the Italian Civil Code regarding the quorum required for extraordinary shareholders’ meetings[6]).

    The by-laws may also opt out of the provisions of the Italian Civil Code on withdrawal rights under Paragraph 1 of Article 2437 of the Italian Civil Code, except for the ground relating to changes in the corporate purpose “when [they] materially alter the business risk”. Even this withdrawal ground may be excluded if the resolution is approved by the extraordinary shareholders’ meeting with the favourable vote of the majority of the attendees, other than the majority shareholder/s provided that they hold more than 10% of the share capital.

    Optionality to (i) amend by-laws with a simplified majority, (ii) exclude withdrawal rights for the grounds set out in Article 2437, Paragraph 1, of the Italian Civil Code, except for the ground relating to changes of the corporate purpose that materially alter the business risk (which may nonetheless be excluded if the shareholders’ resolution is adopted with a qualified majority)

    Related-Party Transactions

    Starting from the consideration that the procedural safeguards set out in the related-party transaction regime represent significant costs and a disincentive for listed companies, the new Article 154.5 of the Financial Markets Act allows newly listed issuers, through a specific by-laws provision, to exclude or modify the application of the Consob regulatory framework on related-party transactions (regulation adopted by Resolution No. 17221 of March 12, 2010), including with respect to material transactions.

    The simplification is balanced by the introduction of a semi-annual reporting obligation to the board of directors concerning the transactions excluded from the regime, without prejudice to the obligation introduced under Article 2391-bis, Paragraph 3, letter b), last sentence, of the Italian Civil Code (requiring disclosure in the notes to the annual and consolidated financial statements, where applicable, of at least the number of transactions carried out and their aggregate and average value by type of transaction for each related party involved).

    However, such opt-out is not permitted when the transaction exceeds by at least 10% any of the materiality thresholds (consideration, assets, or liabilities) set out in Consob regulation.

    Opt-out from the related-party transactions (unless one of the materiality thresholds is exceeded by at least 10%)

    B. Shareholders’ Meetings of Listed Companies

    Notice of Call

    The Capital Markets Reform repeals the requirement under Article 125-bis of the Financial Markets Act to publish an excerpt of the notice of call for the shareholders’ meetings of listed companies in national newspapers. This obligation is not contemplated by the Transparency Directive 2004/109/EC and entails economic and organisational costs that are not justified by real transparency needs, since regulated information is already made available to the public through other channels, such as SDIRs and the issuer’s website.

    Repeal of the obligation for listed companies to publish the notice of call for the shareholders’ meeting in national newspapers

    Shareholders’ Meeting Procedures

    The Capital Markets Reform codifies procedures alternative to physical attendance for shareholders’ meetings of listed companies, with a view to improving efficiency, transparency, and simplification, and with the aim of enhancing the quality of shareholder engagement and reducing meeting times.

    To this end, the Capital Markets Reform introduces new Article 125-bis.1 of the Financial Markets Act, granting the management body of listed companies (unless otherwise provided in the by-laws) the power to decide how the shareholders’ meeting will be held. In particular, the board of directors may provide that: (i) the meeting is held exclusively by telecommunication means; (ii) shareholders may participate and vote solely through the company’s designated representative; or (iii) voting may take place by correspondence or electronically.

    The board’s decision must be approved by a majority of the independent directors and must be included in a regulation – published on the issuer’s website – setting out the conditions and procedures for shareholder participation in order to ensure the orderly and transparent exercise of shareholders’ rights under applicable law.

    If, pursuant to the by-laws or a board resolution, the meeting is to be held exclusively remotely or through a designated representative, shareholders holding (also jointly) at least one-twentieth of the voting share capital – or any lower threshold provided for in the by-laws – may request, within five days of publication of the notice, that the meeting be held in person.

    To discourage “heckling” and thereby facilitate the orderly conduct of meetings, the by-laws or the board regulation may provide that, when the meeting is held physically or via telecommunication means, participation may be limited to shareholders holding at least 0.1% of the share capital.

    The new regime also applies to companies listed on MTFs, except for the possibility of limiting meeting participation to shareholders holding less than 0.1% of the share capital.

    Procedures for conducting the shareholders’ meeting (in person, remotely, through a designated representative, or by electronic voting) defined by the board of directors even in the absence of a specific provision in the by-laws. Right of shareholders holding at least 5% of the share capital to request the meeting be held in person. Application of the rules to companies listed on MTFs

    Agenda Additions and Right to Ask Questions

    The evolving needs of listed companies arising from, among other things, the increasing professionalism of shareholders, the greater activism of institutional investors, and the possibility of relying exclusively on the designated representative, have shifted shareholders’ decision-making to a pre-meeting phase, thereby reducing the function of the shareholders’ meeting itself. In this context, the Capital Markets Reform amends Articles 126-bis and 127-ter of the Financial Markets Act, providing, in particular, for:

    • the repeal of the right of each shareholder to submit individual proposals for resolutions directly at the meeting. The right to request additions to the agenda (or to submit proposals for resolutions on items already on the agenda) prior to the meeting is retained only for qualified minorities holding at least 2.5% of the share capital;
    • the revision of the deadlines within which shareholders representing (even jointly) 2.5% of the share capital may (x) request additions to the agenda or (y) submit proposals for resolutions on items already on the agenda. Specifically, the deadline for requesting an agenda supplement is reduced from ten to three days from the publication of the notice of call (two days for meetings relating to capital reduction below the legal limit or for losses and the appointment or revocation of liquidators), while the deadline for submitting proposals for resolutions on an agenda item is set at ten days (seven for meetings concerning the above matters) from the same publication.

    Furthermore, in cases where attendance and voting rights are exercised exclusively through the designated representative, the Capital Markets Reform confines the exercise of the right to ask questions to the pre-meeting phase, providing that answers must be made available at least three days prior to the meeting.

    Attendance at Shareholders’ Meeting through a Designated Representative: Extension of the Rules to Companies Listed on MTFs

    The Capital Markets Reform also allows companies listed on MTFs to provide in their by-laws for shareholder meeting attendance through a designated representative, applying the relevant rules, as well as those governing the notice of call, agenda supplements, the submission of new resolution proposals, and the right to ask questions prior to the meeting.

    Possibility for companies listed on MTFs to provide in their by-laws for attendance at shareholders’ meetings through a designated representative

    C. Mobility between listing venues and Downlisting

    The Capital Markets Reform amends Article 133[7] of the Financial Markets Act to promote mobility between regulated markets and MTFs, such as SME growth markets, thereby facilitating the so-called downlisting – typically intended to reduce compliance and organisational burdens – as an alternative to delisting.

    The new Paragraph 1-bis grants listed companies the right to transfer the trading of their shares to an MTF based in Italy or in another EU Member State, provided that:

    • the operator of the regulated market verifies that the destination MTF ensures a level of protection equivalent to that provided by the Financial Markets Act in relation to mandatory takeover bids;
    • the transaction is approved by the extraordinary shareholders’ meeting, at least two months prior to the transfer, with the majorities to be determined by a Consob regulation; and
    • at least two months before the planned transfer date, the company publishes information on the reasons for the transfer and its consequences for investors.

    Introduction of “downlisting”: transfer of trading from a regulated market to an Italian or EU MTF, approved by the extraordinary shareholders’ meeting at least two months prior to the transfer (with the majorities to be determined by Consob)

    D. Governance Systems

    Amendments to the Italian Civil Code

    The Capital Markets Reform amends and reorganises the section of the Italian Civil Code concerning the three management and control systems available to joint-stock companies: the “traditional” system with a board of directors and a board of statutory auditors (collegio sindacale), the two-tier system with a management board and a supervisory board, and the one-tier system with a board of directors and a management control committee of the board. The Capital Markets Reform gives equal standing to each model, removing the traditional preference for the “traditional” system, and responds to the need to grant greater flexibility in selecting the governance structure, with the aim of increasing the attractiveness of Italian companies to foreign investors.

    Among the new developments applying across all systems, particular importance is attached to the rationalisation of the rules governing the liability of non-executive directors. While the duty of the chair of the administrative body to ensure that all directors receive adequate information remains unchanged, the principle of liability has been refined so as to enable non-executive directors to take part in decisions based on the information received and to reasonably rely on it, thus limiting their liability accordingly.

    Without prejudice to the coordination changes required to ensure consistency across the various governance systems, the most significant amendments concern:

    • the rules on the delegation of powers, specifying that such delegation cannot cover decisions regarding access to measures to address financial distress or insolvency (new Article 2381-bis of the Italian Civil Code);
    • the codification of the principle whereby non-executive directors may reasonably rely on information received pursuant to applicable law and the by-laws, including in light of their specific expertise, when making decisions (new Article 2381-ter of the Italian Civil Code) – thereby resolving the debate on the applicable standard of liability for non-executive directors;
    • the extension of the non-compete obligation applicable to directors to include the assumption of any executive roles with strategic responsibilities in competing companies, in addition to the general manager/COO position (Article 2390 of the Italian Civil Code, as amended);
    • the application not only to directors but also to general managers (new Article 2396-bis of the Italian Civil Code) of (i) the non-compete obligation under Article 2390 of the Italian Civil Code (excluding, however, the assumption of management positions other than general manager (c) above) and (ii) the prohibition on exploiting so-called “corporate opportunities” (new Article 2390-bis of the Italian Civil Code);
    • the option to regulate, through the by-laws or a board regulation, the conditions, procedures, and limits for the participation in board meetings of any director “bearing an interest in a specific transaction” (Article 2391 of the Italian Civil Code, as amended);
    • the inclusion, among the duties of the control body, of oversight of the internal control and risk management system and coordination of its functions, in line with the needs of business practice (new Article 2396-quinquies of the Italian Civil Code);
    • the introduction of a rule aimed at ensuring the alignment of the term of office of the management and supervisory bodies in the system with a supervisory board (Article 2409-novies of the Italian Civil Code, as amended); and
    • the exclusion, for members of the supervisory board of closed joint-stock companies[8], of the grounds for ineligibility provided under the new Article 2396-septies, Paragraph 1, letters (b) and (c), of the Italian Civil Code, relating to: (i) spouse, relatives, in-laws and cohabitants of the directors of the company, its subsidiaries, parent companies or companies under common control, and (ii) persons having employment, consultancy, remunerated service or other financial relationships (that compromise their independence) with the company’s parent entities (new Article 2409-duodecies of the Italian Civil Code).

    Revision of the three governance systems, with the aim of attributing equal relevance to each of them. Other salient amendments concern (i) the rationalisation of the liability of non-executive directors (providing for the possibility of reasonably relying on the information received), (ii) limits on delegated powers, (iii) the extension of the non-compete obligation and the exploitation of “corporate opportunities”, and (iv) the strengthening of the supervisory duties of the control body

    Amendments to the Financial Markets Act

    The Capital Markets Reform also amends several Financial Markets Act provisions concerning the management and control bodies, including:

    • a programmatic provision in the new Article 147-bis.1, establishing that the management and control bodies of listed companies shall be appointed in accordance with by-laws provisions ensuring compliance with the principles of professionalism, representativeness, and diversity;
    • adding a new Paragraph 4-bis to Article 147-ter of the Financial Markets Act, clarifying that the termination of office of an independent director due to the loss of statutory or by-laws independence requirements does not occur if the remaining number of independent directors is sufficient to ensure compliance with applicable legal and by-laws provisions;
    • granting Consob the power to regulate the application of legal requirements relating to the position of director when such office is held by a legal person (Article 147-quinquies of the Financial Markets Act, as amended)[9];
    • the introduction of Article147-sexies of the Financial Markets Act, aimed at defining the internal balance within the management body with respect to internal control and risk management;
    • a reform of the duties of the control body under Articles 149, 149-bis and 149-ter of the Financial Markets Act[10], intended to reduce regulatory burdens and clarify the scope of such duties;
    • the redefinition of the collective and individual powers of the control body under Articles 151 and following of the Financial Markets Act, introducing specific provisions for each governance system[11]. In particular:
      • the board of statutory auditors may (x) convene all corporate bodies and (y) make proposals to the shareholders’ meeting on the financial statements and matters within its remit; individual members of the board of statutory auditors may (i) convene the corporate bodies, except for the shareholders’ meeting which requires the initiative of at least two statutory auditors, (ii) request the chair to convene the board of statutory auditors, and (iii) carry out inspection and audit activities;the supervisory board may convene all corporate bodies; individual members of the supervisory board may (i) convene the corporate bodies, except for the shareholders’ meeting which requires the initiative of at least two members, and (ii) request the chair to convene the supervisory body. In addition, one member may be delegated to carry out inspection and audit activities and to exchange information with the control bodies of the subsidiaries;
      • the management control committee of the board may convene the board of directors or the executive committee. One member may be delegated to carry out inspection and audit activities and to exchange information with the supervisory body of the subsidiaries[12]; and
    • pursuant to the new Article 151, Paragraph 2, of the Financial Markets Act, the monetary limitations to the liability of the board of statutory auditors under Article 2407, Paragraph 2, of the Italian Civil Code (as amended by Law No. 35 of March 14, 2025) remains applicable only to privately-held companies.

    Reform of the management and control bodies of listed companies: (i) limitations on the termination of independent directors; (ii) powers granted to Consob to regulate the requirements for directors that are legal persons; (iii) redefinition of the collective and individual duties and powers of the control bodies; (iv) exclusion of the limited liability of the board of statutory auditors pursuant to Article 2407, Paragraph 2, of the Italian Civil Code

    E. Other Measures

    Other measures introduced by the Capital Markets Reform include:

    • the removal of the prohibition of the so-called “triangular crossholdings” under the current Article 121, Paragraph 3, of the Financial Markets Act[13] from the rules on “reciprocal” or “cross” shareholdings under Article 121 of the Financial Markets Act, with the aim of simplifying the legal framework and reducing instances of gold plating compared to EU law;
    • the expansion of the content of the management report, pursuant to Article 123-bis of the Financial Markets Act, by requiring companies to include information on their policies concerning (i) the use and monitoring of new technologies including AI systems within the management, organisational and accounting structures, and (ii) the management and monitoring of IT and cybersecurity risks arising from automated systems[14];
    • the option to provide in the by-laws (i) the non-binding nature of the shareholders’ resolution on the remuneration policy governed by Article 123-ter of the Financial Markets Act, and (ii) the exclusion of the remuneration of key executives (other than the general manager) from the remuneration policy, as well as the removal of the obligation to disclose information on remuneration paid by affiliated companies;
    • the repeal of the obligation to publish regulated information in national newspapers, provided for by Article 113-ter of the Financial Markets Act, with the aim of removing a case of gold plating and reducing the costs associated with listing, without undermining transparency requirements. At the same time, the Capital Markets Reform amends Paragraph 5 of the same article to promote the use of English for regulated information; and
    • the revision of the prohibition on “interlocking directorates” applicable to banks and insurance companies under Article 36 of Decree-Law No. 201/2011 (ratified with amendments by Law No. 214/2011), by (i) excluding members of the board of statutory auditors from its scope (without prejudice to its applicability to executive and non-executive directors, members of a supervisory body and senior executives), and (ii) restricting its scope to “competing companies” and to “parent companies of groups to which competing companies belong”. In addition, a size threshold is introduced whereby the prohibition applies only where at least two of the companies in which the relevant person holds offices each have an Italian turnover exceeding ten times the threshold set forth in Article 16, Paragraph 1, of Law No. 287/1990[15].

    Other measures concern: (i) the exclusion of so-called “triangular crossholdings” from the rules on reciprocal shareholdings; (ii) the integration of the management report with a section on policies on the use of new technologies and the management of IT risks; (iii) the option to provide in the by-laws that the vote on the remuneration policy shall not be binding; (iv) the repeal of the obligation to publish regulated information in national newspapers; and (v) the redefinition of the scope of the prohibition on interlocking directorates for banks and insurance companies

    Read the full alert memorandum in Italian

    [1] The full text (in Italian only) of the Capital Markets Bill is available here.

    [2] The full text (in Italian only) of the Capital Markets Reform is available here.

    [3] The text of the memorandum “Takeover Bids and “Full Buyouts: The New Face of the Italian Financial Markets Act” is available here.

    [4] Companies that have adopted the special regime and subsequently resolve to carry out a downlisting (i.e., the transfer from an Italian regulated market to an Italian or European Union multilateral trading facility) may retain any by-laws amendments adopted before the IPO (except for limitations to withdrawal rights), provided that such amendments are compatible with the rules of the destination MTF and that the relevant shares have been traded on a regulated market for a continuous period of at least three years.

    [5] Pursuant to the new Article 154.3 of the Financial Markets Act, the by-laws may regulate the procedures for the election of directors, including those relating to the submission of candidacies, also by derogating from the provisions of Articles 147-ter and 147-ter.1 of the Financial Markets Act. In the absence of specific by-laws provisions, the general rules on slate-based voting shall apply, including the right of the outgoing board of directors to submit its own slate, pursuant to Articles 147-ter and 147-ter.1.

    [6] The extraordinary shareholders’ meeting is validly constituted, on first call, when at least half of the share capital is represented (unless the by-laws provide for a higher quorum); on second call, when more than one-third of the share capital is represented; and on subsequent calls, when at least one-fifth of the share capital is represented (unless the by-laws provide for a higher quorum).

    [7] Article 133, Paragraph 1, of the Financial Markets Act already allows listed companies to request the delisting of their financial instruments, following a resolution of the extraordinary shareholders’ meeting, if they obtain admission to trading on another regulated market in Italy or in another EU Member State, provided that equivalent investor protection is ensured according to the criteria established by Consob.

    [8] Listed company supervisory board members are subject to the grounds for ineligibility set forth in Article 148, Paragraphs 2 and 3, of the Financial Markets Act, as amended.

    [9] The provision, as amended, mentions for the first time in corporate law the appointment of a legal person as a director of a joint-stock company (including a listed company), a possibility already recognised through interpretation (at least for privately-held companies).

    [10] The new Article 149-ter of the Financial Markets Act provides that, where artificial intelligence (AI) systems are used in control functions (monitoring and audit), such systems must be “adequate and proportionate to the nature and size of the company and to the risks to which it is exposed”. One of the most relevant implications concerns the possibility to develop continuous control mechanisms capable of operating in real time and with predictive capacity, thereby reducing duplications and enabling synergies that enhance the predictive capability of controls through a cross-functional and integrated analysis of corporate phenomena and risks (see the Explanatory Report to the Capital Markets Reform).

    [11] These specific powers are in addition to the general powers (i) of the collective body to carry out inspection activities and to convene the shareholders’ meeting where it identifies facts of significant seriousness requiring urgent action, and (ii) of individual members to request information from the directors on the management performance or on specific matters.

    [12] A comparison of the respective powers shows that the individual powers of the statutory auditors are significantly broader than those of the members of other control bodies, and that also the collective powers of the control committee of the board are somewhat less extensive than those of the other control bodies.

    [13] This provision currently governs the case in which a person holds a shareholding exceeding 5% in a listed company (or 10% in the case of a holding in an issuer of listed shares having Italy as its home Member State or in an SME): in such case, neither this company nor the entity controlling it may acquire a shareholding exceeding the same limits in another listed company controlled by the same entity.

    [14] The disclosure obligation concerns policies and actions that are already periodically developed and adopted by the management body of many companies, and are expected to become increasingly important in the current market environment. Should a company not have such policies in place, it will be sufficient to acknowledge such absence in the report.

    [15] The relevant threshold is currently set at EUR 30 million and is updated annually by resolution of the Italian Competition Authority, based on the increase in the GDP price deflator index.