Italy – Consob EU Shareholders Rights

Italy – Consob EU Shareholders Rights

On 6 March 2019, Consob issued observations on SRD implementation.

  • Follows May 2017 EU issued shareholders' rights directive in the OJ.
  • Response to implementation of increased shareholder engagement in Italian law.
  • Shareholder Rights Directive
  • Facilitate exercise of rights by the members, provide firms with a right to identify its shareholders for the purposes of communication, and intra-company dialogue.
  • Increase transparency of institutional investors and asset managers in relation to commitment policies towards investee companies, or with regard to sustainability.
  • Provide transparency obligations for proxy voters as well as for the involvement of the members in the definition of policies on the remuneration of firms' directors.
  • Provides for effective, proportionate, and dissuasive measures and sanctions for violations of obligations imposed by the directive, in order to ensure compliance.
  • Comments
  • Main observation concerns need to adapt penalty system for violations envisaged in the decree to what is currently provided for by the TUF for analogous sanctions.
  • More detailed observation concerns penalties provided for by the decree scheme for violations of obligations on intermediaries which act as depositories of shares.
  • Also evaluated the exercise of option envisaged for SMEs on remuneration reports.
  • Above option consists of possibility of submitting the section of the report on the
    compensation paid in preceding year to an assembly discussion, not advisory vote.
  • The exercise of this option would in fact be consistent with the national trend and European legislation to provide a simplified and proportionate regulation for SMEs.