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  1. Background

Diversity, including by gender, is now addressed by the Italian Corporate Governance Code (the “Code”), on a comply-or-explain basis. The decision has been taken by the Corporate Governance Committee, held on July 16th 2018 in Milan, at Borsa Italiana.

The previous edition of the Code (2015) has been amended in order to safeguard the positive effects of the “Golfo-Mosca” Law (No. 120/2011), on the gender diversity balance in the composition of listed companies’ corporate bodies, even after the law will be no longer effective starting from 2020.

 

  1. The content of the recommendations

As it is known, the Code contains a number of recommendations constituting the best-practice model to the organization and the functioning of listed companies. The operativity of the Code is founded on a comply-or-explain basis. Therefore, it is allowed to listed companies to totally or partially disapply its recommendations as long as the choice is motivated and made public on the company’s corporate governance report, that must be issued every year.

The amendments concern each of the three levels which the Code is based on: principles, criteria and comment. The new version of the Code – July 2018 contains the followings:

(i) the new principle recommends listed companies to apply diversity criteria, including by gender, in the composition of both the board of directors and the board of statutory auditors (2.P.4 and 8.P.2);

(ii) the relevant criterion, in achieving the objective of gender diversity balance, now asks for at least a “one-third quota” of the less represented gender in the board of directors and statutory auditors, so promoting the preservation, on a voluntary basis, of the “Golfo-Mosca” Law effects (2.C.3 and 8.C.3);

(iii) the comment to new recommendations envisages, through a typically flexible approach, a wide range of tools for achieving the “one-third quota” of board members. Companies may opt for one or more of the following tools, to be chosen also with a due consideration of company’s ownership structure: specific bylaws provisions, diversity policies, board’s guidelines to shareholders, a slate submitted by the board itself.

While identifying the principles that should drive shareholders and the board of directors for the best Board’s composition, the Committee has pointed out that diversity criteria, including by gender, are to be adopted consistently with the primary objective to ensure that any board member has adequate competence and professional skills.

The Committee, considering the evolution of international best practices, whishes for listed companies to adopt measures to promote equal treatment and opportunities regardless of gender within the company structure, monitoring their concrete implementation.

 

  1. Conclusions

Listed companies are invited to apply the new Code’s recommendations starting from the first renewal of their corporate bodies, after the “Golfo-Mosca” Law expires (i.e. after the third renewal of corporate boards starting from August the 12th 2012).

At the same meeting the Committee has decided to start a comprehensive revision of the Code, to be completed in 2019, aimed at rationalizing its structure and strengthening the role of governance in guiding companies towards long-term sustainable growth and fostering access to the market.

 

Press-release is available on the Borsa Italiana S.p.A. – Corporate Governance Committee official website.

 

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For further information, please contact one of the professional at our firm:

Avv. Simone Gerardi

Email: sgerardi@glglex.com

Tel: 0039 02 82826000

Avv. LL.M. Luca A. Lo Po’

Email: llopo@glglex.com

Tel: 0039 02 82826000

Avv. LL.M. Donatella Naselli

Email: dnaselli@glglex.com

Tel: 0039 02 82826000