EMITTENTI TITOLI S.p.A

Transcription

EMITTENTI TITOLI S.p.A
3/2012
Note e Studi
Corporate Governance in Italy:
Compliance with the CG Code and Related Party Transactions
(Year 2011)
March 2012
Corporate Governance in Italy
3/2012
Corporate Governance in Italy:
Compliance with the CG Code and Related Party Transactions
(Year 2011)
1.
Introduction and main conclusions
p. 7
FIRST PART:
CORPORATE GOVERNANCE IN ITALIAN LISTED FIRMS
2.
General Information
p.21
2.1. Compliance with the Corporate Governance Code; structure and form
of CG Reports
2.2. Information about corporate governance and ownership structure
p.21
p.23
a) Restrictions on the transfer of securities
b) Special control rights
c) Restrictions on voting rights
d) Change of control clauses
e) Agreements which envisage indemnities to directors
3.
2.3. Information about the possible opt-out from the passivity rule
p.27
2.4. Information on succession plans
p.27
Compliance with Code recommendations
p.27
3.1. Role of the Board of Directors and of the Board of Statutory Auditors;
two-tier and one-tier management and control systems
p.27
a) Frequency of meetings
b) Attendance to meetings
c) Information about delegated powers
d) Information about Board Evaluation
e) Positions held in other companies
f)
Positions held in other listed companies
g) Role of the Supervisory Board in two-tier companies
3.2. Composition of the Board of Directors and Independent Directors
p.35
a) Board Size
b) Board Composition
c) Board Independence (CG Code and CLF definitions)
d) Chairman-CEO and Lead Independent Director
e) Gender diversity
2 Corporate Governance in Italy
3/2012
3.3. Assessment of the Directors’ and Statutory Auditors’ independence
p.47
a) Directors’ Independence
b) Statutory Auditors’ Independence
3.4. Nomination Committee
p.55
3.5. Slate voting
p.56
a) Presentation of multiple slates
b) Quorum for the presentation
c) Who presented the slates
d) Majority and minority slates
e) The result of the vote
3.6. Number and role of minority representatives
p.72
a) Number of minority directors and statutory auditors
b) The role of minority directors
c) Minority directors and the composition of board committees
3.7. Remuneration Committee
p.77
a) Establishment of a Remuneration Committee
b) Duties of the Remuneration Committee
c) Composition of the Remuneration Committee
d) Frequency of the meetings of the Remuneration Committee
e) Attendance to meetings of the Remuneration Committee
3.8. Directors’ Remuneration
p.80
a) The amount of directors’ remuneration
b) Remuneration and directors’ role
c) The structure of directors’ remuneration
d) The remuneration of Independent Directors
3.9. Internal Control Committee
p.90
a) Establishment of an Internal Control Committee
b) Duties of the Internal Control Committee
c) Composition of the Internal Control Committee
d) Frequency of the meetings of the Internal Control Committee
e) Attendance to meetings of the Internal Control Committee
3.10. Other issues concerning the Internal Control System
p.95
a) Internal audit function
b) Compliance with Legislative Decree no. 231/2001
i. Information about the adoption of an organizational model
and establishment of a Supervisory Body
ii. Composition of the Supervisory Body
iii. Frequency of meetings
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SECOND PART:
PROCEDURES FOR HANDLING RELATED PARTY TRANSACTIONS
4. Procedures for handling related party (RPT) transactions
4.1. RPT procedures
p.99
p.100
a) The approval of the procedures
b) The implementation scope of the procedures
c) Transactions carried out by controlled companies
d) The approval of “minor” transactions
e) The approval of “major” transactions
f) Simplified regime for “smaller” and/or “recently listed” companies
g) Framework resolutions
h) The exclusions
i) The adoption of “equivalent measures”
j) “Whitewashing”
4.2. Information documents published in the first half-year period of 2011
p.127
Appendix 1
Composition of the sample
Appendix 2
Tables based on Corporate Governance Reports
Table 1
General Information
Table 2
Information about corporate governance and ownership structures
Table 3
Presence and features of a “succession plan”
Table 4
Board of Directors, Executive Committee and Board of Statutory Auditors
Table 5
Attendance to Board Meetings and other positions held by Directors and Statutory
Auditors
Table 6
Attendance to Board Meetings (individual Directors and Statutory Auditors)
Table 7
Board Evaluation
Table 8
Information on the process of Board Evaluation
Table 9
Other Positions held by Directors and Statutory Auditors (individual Directors and
Statutory Auditors)
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Table 10
Persons holding Multiple Positions in Listed Companies
Table 11
Role of the Supervisory Board (two-tier boards)
Table 12
Board Evaluation of the Supervisory Board
Table 13
Composition of the Board of Directors
Table 14
Composition of the Supervisory Board (two-tier boards)
Table 15
Chairman and CEO
Table 16
Gender composition of the company bodies
Table 17
Independent Directors in “Particular Circumstances”
Table 18
Composition of the Board of Statutory Auditors
Table 19
Statutory Auditors in “Particular Circumstances”
Table 20
Nomination Committee
Table 21
Appointment of Directors
Table 22
Appointment of Statutory Auditors
Table 23
Presence of minority shareholders holding a block of shares exceeding the
quorum required to submit a list
Table 24
Lists of candidates to the BoD
Table 25
Lists of candidates to the Board of Statutory Auditors
Table 26
“Minority lists” of candidates to the BoD
Table 27
“Minority lists” of candidates to the Board of Statutory Auditors
Table 28
Classification of Directors (in companies where minority Directors have been
elected)
Table 29
Companies with Directors appointed by minority shareholders and composition
of Board committees
Table 30
Remuneration Committee
Table 31
Composition of Board Committees
Table 32
Attendance to Board Committees (individual Directors)
Table 33
Directors’ Remuneration
Table 34
Directors’ Remuneration, by role
Table 35
Directors remuneration, by role and sector
Table 36
Remuneration of independent directors
Table 37
Remuneration of independent directors (by committee membership)
Table 38
Remuneration of independent directors (by committee membership,
index and sector)
Table 39
Remuneration of independent directors who are/are not in “particular
circumstances”
Table 40
Internal Control Committee
Table 41
Internal Control System and Supervisory Body
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Appendix 3:
Tables on Procedures for handling Related Party Transactions (RPTs)
Table 42
Approval of the RPT Procedures
Table 43
Implementation scope of the RPT Procedures
Table 44
Framework resolutions and RPTs carried out by controlled companies
Table 45
Approval of RPTs
Table 46
“Exiguity” Thresholds
Table 47
Exclusions in RPT Procedures
Table 48
Definition of “significant interests” in intra-group RPTs
Table 49
“Equivalent Measures” where the number of independent directors is lower than the
regulatory minimum
Table 50
Whitewashing
Table 51 “Major” transactions carried out during the first half-year period of 2011
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1. Introduction and main conclusions
Assonime has analyzed the Corporate Governance Reports (hereinafter CG Reports),
issued by Italian listed companies since 2001 (i.e. when the Italian Corporate
Governance Code, hereinafter Code or CG Code, was implemented for the first time1).
CG Reports are issued annually by the Board of Directors (hereinafter BoD) of listed
companies and provide information about their corporate governance system. This
analysis examines the CG Reports issued by companies (listed on the Italian Stock
Exchange) at the end of July 2010, and refers to the application of the Code (2006
edition2) in 2010.
The 20113 analysis covers 262 listed companies (on 31 March 2010) whose CG Report
were available at the 31st July 2011: coverage of the Stock list is substantially 100%4.
The results refer to the whole sample, except where specifically noted (e.g. companies
belonging to a specific market index5). Further details and/or comparisons with previous
years are provided, whenever significant. Comments, except where specifically noted,
refer to the following classification: FTSE Mib, Mid Cap, Small Cap, Micro Cap and
Other6 (a residual class, made up of companies not included in any FTSE Index). We

The present report is the result of an analysis performed by Massimo Belcredi (Professor of Corporate
Finance, Università Cattolica del S.Cuore, Milan) and Stefano Bozzi (Associate Professor of Corporate
Finance, Università Cattolica del S.Cuore, Rome). The Authors thank Mariasofia Houben, Elisa Nossa and
Cora Signorotto for their assistance in data collection.
1
Corporate Governance Committee of listed companies (ed. 1999), “Report - Corporate Governance
Code”.
2
Corporate Governance Committee (ed. 2006), “CG Code”; see Circolare Assonime no. 5/2007. No
analysis was made on the application of the new art. 7 of the Code concerning the remuneration of
directors and managers with strategic responsibilities (approved from the CG Committee in March 2009);
the Committee suggested issuers should apply the new art. 7 by the end of the financial year starting in
2011 and inform the market about its application in the CG Report to be published in 2012. Our analysis
refers to compliance with the 2006 version of the Code, which was in force at the end of 2009. For the
same reason we did not analyze the compliance with the Italian corporate governance code, as approved
in December 2011. Wherever possible, we report data which might be interesting for the application of the
new version of the Code (2011).
3
Previous analyses are available at http://www.assonime.it/AssonimeWeb2/statuto.jsp?id=235032.
4
Only one CG Report was still missing on that date. We do not cover 45 foreign companies (subject to
foreign law; almost all of them are double listing cases) and 11 companies listed on the AIM Italia market,
which are not required to disclose information about compliance with the Code. Further information on the
composition of the sample are reported in Appendix 1.
5
The index composition refers to March 31st, 2010.
6
Moreover, the last two classes (Micro Cap and Others) are only of a limited interest, due to their low and
decreasing number. Moreover, “Other” companies are often ruled out from FTSE Indexes due to some
specific conditions, such as low liquidity, low free-float or their being target of a takeover bid, aimed to
delist the company. Therefore our comments will focus on FTSE Mib, Mid Cap and Small Cap companies.
In the attached tables are also reported, separately, data for companies included in the “Star” segment of
Borsa Italiana.
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use the sector classification defined by the Italian Stock Exchange (distinguishing
financial – banks and insurance companies – from non-financial firms). Further details
are shown in Appendix 2.
The CG Reports report also information on other issues, such as the compliance with
recent pieces of legislation concerning listed companies7, e.g. with Law no. 262/2005
(the “Protection of Savings” Law), with the related implementing regulations issued by
Consob and with the recent changes (often linked to the reception of European
directives and recommendations) of the Legislative Decree no. 58/1998 (hereinafter
Consolidated Law on Finance or CLF).
As in previous years, our analysis includes a second part, providing further insights into
CG issues requiring additional, specific data8 collection.
In this edition we focus on Procedures for handling related party transactions (RPTs).
We decided to focus on this theme after the approval of the Consob RPT Regulation
no. 17221, on 12 March 2010 (hereinafter RPT Regulation), which required issuers to
adopt specific “RPT Procedures” within 1 October 2010 (the term was then extended to
1 December 2010 by Consob Decision no. 17389 of 23 June 2010), to be applied from
1 January 2011. Since a complex RPT Regulation followed a harsh debate in the
consultation period, we decided to analyze how Italian companies applied the
Regulation.
We focus on two main topics:
a) First of all, we analyzed the RPT Procedures to find possible connections
between their structure (or the adoption of particular technical solutions) and the
features of the company (e.g. size, industry and ownership structure);
b) At the same time, we analyzed the major related party transactions performed
by the issuers in the first period after the entry into force of the Regulation; we
collected and analyzed the reports published by issuers on those operations in
the first semester 2011 (as required by the art. 5, para. 1 of the Regulation).
Our analysis of CG Reports shows positive results, similar to those of previous years,
about compliance with the CG Code: quantity and quality of disclosure are generally
good; compliance with the Code is close to 100%. The effort of the issuers both to
provide information about their governance system and to comply with Code
7
Legislative Decree 17th January 2003, no. 6 and the relative “corrective” decrees (Legislative Decree 6th
February 2004, no. 37 and Legislative Decree 28th December 2004, no. 310)
8
The analysis report also other data (not drawn from CG Reports) on some themes studied in previous
years (in particular, directors’ remuneration and slate voting).
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provisions, is clearly evident. CG Reports are now more complete, easier to understand
and more transparent, both in the case of compliance and in that of non-compliance
with Code provisions.
As normal, there are some areas where improvement is still possible, but their scope is
decreasing over time. In particular, some recommendations provided by the 2006 Code
have yet to be fully implemented (e.g. appointment of a Lead Independent Director,
Board Evaluation procedure, sometimes also the composition of board committees).
A relevant contribution has come from the publication of the 2nd edition of the “Format
for the issuance of CG Reports” issued by the Italian Stock Exchange, which includes
in the Appendix some tables – drawn up with the contribution of Assonime – reporting
summary data about composition and functioning of corporate bodies9. The issuers are
increasingly adopting the second edition of the Format: the new version of the tables is
now published by 56% of the companies.
Almost all issuers state formally their intention to comply with the Code: this is true for
249 companies (i.e. 95% of the aggregate). A small, but nonetheless significant
number of companies disclosed their “partial” compliance or stated explicitly that they
do not comply with one or more principles or criteria of the Code (explaining the
reasons of their choice). Italian companies are increasingly aware of the implications of
complying with Code provisions. On one hand, the choice to comply (or not to comply)
with each Code provision should be based on a cost-benefit analysis referred to the
single case; on the other hand, CG Code recommendations are, indeed, best practices,
not minimum legal standards; for this reason, a hundred percent compliance with the
Code can be hardly expected; this is particularly true for some criteria, where a
“mechanical” application might even be in contrast with the spirit of the Code.
Some basic information is always or almost always available (e.g. composition of
corporate bodies and committees, frequency of, and attendance to meetings). The
obligation to publish a “Report on corporate governance and ownership structures”,
required by art. 123-bis CLF, had a positive effect on disclosure by companies that
previously chose not to comply with the whole Code, and, consequentially, were not
obliged to provide information (on a “comply or explain” basis) about their governance.
Information about ownership structure has been available in Italy for a long time. Today
CG Reports provide additional information on many topics, often in a specific section.
Restrictions on the transfer of securities or on voting rights (and also securities with
9
These tables resemble closely those proposed in the Handbook on Corporate Governance Reports
published in 2004 by Assonime and Emittenti Titoli.
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special control rights) are infrequent; they can be found more often in large companies
(in particular, in “privatized” ones). On the other hand, change of control clauses are
frequently (in 47% of cases, 81% for large companies) included in financing contracts
and/or in commercial agreements. Such data must, however, be handled with care: the
meaning of some legal definitions is not perfectly clear; listed companies, on the one
hand, seem to disclose information in a not completely homogeneous way; on the other
hand, they sometimes disclose information on situations that are only vaguely related
to the types mentioned by the rule.
The existence of agreements that ensure indemnities for directors in case of dismissal
is rather infrequent (19% of cases, 46% of large companies): indemnities are provided
almost always in case of wrongful dismissal, frequently (65% of cases) in other cases
of dismissal; rarely (32% of cases) in case of takeover bid or control changes.
Formalized succession planning for executive directors is rare.
More than one half of the companies disclosed that their BoD has performed selfevaluation. This happens more frequently in larger companies (89% of the FTSE Mib
and 78% of the Mid Cap companies). The recourse to questionnaires is quite frequent
(35% of cases); interviews are less frequent. The recourse to external facilitators is still
infrequent (16 cases, including 6 State-owned firms) and limited to very large
companies. The preliminary tasks are assigned to a committee or to independent
directors in 20% of cases (40% in FTSE Mib). The structure of the process and/or the
quality of disclosure on the process vary with company size. The results of the
evaluation are disclosed rarely and only in a summary form.
Disclosure on delegated powers is almost always good. The appointment of a Lead
Independent Director is frequent in non-financial firms (96 companies, or 71% of the
companies with a Chairman-Ceo); in the financial industry only one of the two
companies with a Chairman-CEO appointed a LID. No two-tier company appointed a
LID. The appointment of a LID is frequent where the Chairman is the shareholder
controlling the firm, independently of his possible qualification as CEO.
An Executive Committee is established rarely (42 cases) and almost only in financial
firms (57% of the cases, versus 11% in non-financial firms). The Executive Committee
meets on average 11.8 times per year; variance across firms is, however, extremely
high (from 0 to 94 meetings per year). The name “Executive Committee” is assigned to
bodies with quite different features: some of them are involved in day-by-day business
decisions, while others play a much more limited role (sometimes, a sort of back-up
device, to be used in case of need).
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The number of board members is variable with company size (from 8.6 in Small Caps
to 12.7 in the FTSE Mib) and sector (15.6 in financial, 9.4 in non-financial companies).
The average number of Directors (10) and the attendance to meetings (about 10 per
year) are stable over time; the frequency of meetings is higher in the financial sector
(15.7 meetings).
The identification of executive, non-executive and independent directors is almost
always available10. The average Board of Directors is composed, in almost equal
proportions, of executive (30%), “simple” non-executive (34%) and independent
directors (36%). This structure is relatively stable over time.
Most situations considered critical by the Code for independence have substantially
disappeared; however, two of them are still frequent, and have even increased in 2011:
a) a “high” remuneration (mostly connected to directors holding other positions in the
group) and b) directors who have been in office for more than 9 years. This seems to
be connected to two different phenomena: a) some cases of “high” remuneration may
now be spotted because of the increased transparency in this field; b) a number of
companies explicitly deciding not to apply the so-called 9-year rule; this, in turn, may be
connected to a particular “quality” of the directors who are reaching the 9-year “limit”
(they are independent directors specifically appointed to comply with Code provisions).
The surveyed companies have 2,728 directors: 2,546 of them are men, 182 are women
(6.7% of the total); gender diversity is slowly increasing (we counted 169 women in
2010, 125 in 2006). 132 companies, i.e. – for the first time – more than half of the total
(46% in 2010, 34% in 2006), have at least one woman in their BoD. Only 27 companies
already comply with the gender quota of 1/5 and only 6 companies with that of 1/3
(according to law no.120/2011 on “gender quotas”, the less-represented gender must
obtain at least 1/3 of the board seats; the required quota for the first mandate in
application of the law is 1/5). This law will have a deep impact on corporate bodies:
should board size remain unchanged, the number of additional women will be 469 at
the first board renewal and further 351 women at the second renewal.
Due to the “small” number of board members, the legal quota (to be rounded to the
upper unit) will produce an even higher female representation: 24.6% (instead of 20%)
at the first renewal and 37.5% (instead of 33.3%) afterwards. A probably unwanted
consequence will be a huge, forced turnover of male directors – 32% in the first three
years. Since the Italian voting system grants representation to relevant shareholders
(especially after slate voting was mandated for all listed firms) the introduction of
gender quotas will have far-reaching consequences, going far beyond the protection of
10
This information is not available only for two out of 2728 members.
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the less represented gender. Gender quotas, actually, follow mandatory minority board
representation and a legal requirement to have a minimum number of independent
directors. The introduction of more and more constraints on board composition (i.e. to
the free choice of directors by shareholders) may give rise to new, previously
unforeseen problems.
The picture for statutory auditors is quite similar: listed companies have 786 statutory
auditors; 736 are men, 50 are women (6.4% of the total, slightly down from the
previous year). 48 companies have at least one woman in their Board of Statutory
Auditors (BoSA; 19% of total); 2 companies have a majority of women in their BoSA.
The effects of law no.120/2011 on the composition of BoSA will be the same as for the
BoD, with the notable exception of the “transitional regime” (providing a quota of 1/5)
being substantially useless. Only 48 (or respectively, 46) companies already comply
with the future 1/5 (1/3) “gender quota”. Should BoSA size remain unchanged, the
number of additional women will be 254 at the first board renewal and further 15
women at the second renewal; this also implies a forced turnover of male statutory
auditors (37% in the first three years).
Disclosure about the appointment process of directors and statutory auditors is good.
We concentrated our attention on: a) application of slate voting; b) the role of minority
directors. Boards of directors are almost invariably appointed for a 3-year office term:
the outcome of 2011 shareholders’ meetings of 2011 should then compared with that
of the previous election (which typically took place in 2008).
The average quorum required to submit a list of candidates to the BoD is 2.36%
(slightly up from 2008). The quorum is capped by art. 144-quater Consob Regulation
on Issuers, making reference – among other things – to market capitalization.
Company by-laws frequently refer to the legal cap; consequently, the average quorum
tends to decrease when market prices grow (and vice versa).
The submission of minority slates varies over time (between 37% and 49% of the
companies) both for Directors and for Statutory Auditors. Slate voting is a relevant
phenomenon in the Italian market, even though minority shareholders took the
opportunity to submit a slate in less than 50% of the cases. The submission of minority
slates seems to be slightly increasing for the appointment of directors (49% in 2011,
43% in 2008) and stable for the appointment of statutory auditors (47% in 2011, 49% in
2008).
The submission of multiple slates is frequent in large companies (67% in FTSE Mib),
especially in State-owned firms (91% of cases, as in 2008); it is less frequent (36% of
cases) elsewhere.
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In more than half of the cases no minority slate is submitted, even though one or more
minority shareholders holding a sufficient stake are present almost in every company.
“Apathy” seems to be linked to investors having little interest for presenting their slate,
not to the quorum being too high. Where relevant shareholders (holding a stake
sufficient to submit an alternative slate) are present, they preferred not to take this
opportunity in 45% of the cases in 2011.
The quorum for the appointment of statutory auditors may actually be lower than that
set out in the articles of association (art. 144-sexies, para. 5 Consob Regulation on
Issuers halves “the time limits provided in the articles of association” if, at the usual
deadline, only one slate has been submitted). Nevertheless, the frequency of the
minority slates submission is almost exactly the same (47% for statutory auditors, 49%
for directors). Consob specific regulation for BoSA elections apparently does not
produce any additional investor activism.
Italian mutual funds (under the lead of Assogestioni) submit few slates, and only in
FTSE Mib, blue-chip companies; in 2011 Assogestioni submitted 8 slates for directors’
and 6 for statutory auditors’ elections. More than half of the “minority” slates have been
submitted by private shareholders.
Where multiple slates have been submitted, their total number is usually 2:
shareholders rationally try to avoid transactions costs, if their list has a low probability
of success. The submission of three or more slates is more frequent in companies
adopting a “proportional” voting method and/or where the number of board seats
“reserved” for minorities is higher than one.
Minority slates are frequently successful: one director has been appointed in 82% of
cases (92% for statutory auditors).
Slates of candidates frequently receive additional votes at the AGM. This was already
evident in previous years for majority slates: in 2011 majority slates for the appointment
of directors were submitted by investors holding 45.1%, but were voted by 58% of
equity capital (+12.9%, slightly more than in 2008: +11%).
This happens now also for minority slates: the average minority slate in 2011 was
submitted by investors holding 6.1%, but was voted by 12.9% of equity capital (+6,7%;
it was +2.8% in 2008). This may be connected to the implementation of Directive
2007/36/EC about “Shareholders’ rights”, which introduced the record date system to
legitimate the participation and the vote in the shareholders’ meeting. This
phenomenon is particularly evident for the FTSE Mib companies, where minority slates,
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submitted by shareholders with 3.3% of equity, were actually voted by investors holding
an additional 12.8% of equity (+5.7% in 2008).
It is interesting to split these results according to the ownership structure of the firm. In
family firms minority slates are submitted by shareholders holding a considerable stake
(7.9% of equity), the number of additional votes is low (+1.4%) and basically the same
as in 2008. On the contrary, in State-owned companies minority slates are submitted
by shareholders with a lower stake (4.4% of equity); however, they get a higher number
of additional votes (+10.2%); additional votes are also much higher than in 2008
(+2.6%). The data for the BoSA are quite similar.
These results are apparently linked to Assogestioni slates getting more support by
Italian and foreign institutional investors. The number of Assogestioni slates is stable;
however, they get more votes than in previous elections. This changed the outcome of
the vote: the number of directors appointed by minority shareholders is increasing only
slightly (from 60 in 2008 to 67 in 2011); however, the number of candidates appointed
by Assogestioni increased from 14 to 24, accounting for 83% of the total number of
minority directors in FTSE Mib companies. The data for statutory auditors are quite
similar.
The number of candidates in each slate is defined strategically. The “minority” slates
have a lower number of candidates than majority ones; 43% of the candidates included
in a minority slate is actually elected (versus 96% for majority ones).
98 (97) companies (37% of the total) have at least one minority director (statutory
auditor). The global number of minority directors (statutory auditors) at the end of 2010
is 184 (104), i.e. 18% of the total. The number and weight of minority directors is higher
in larger companies, in the financial sector and, especially, in publicly-owned
companies. Minority directors may be defined as non-executive and independent only
in 71% of the cases; 36 directors are “simple” non-executive, 18 directors are
executive.
Remuneration and Internal Control Committees are now established by a vast majority
of firms (85% for the RC and 90% for the ICC); the CG Code recommends that such
committees: a) should be made up only of non-executive directors; b) the majority of
which should also be independent. The former recommendation (only non-executive
directors) has been followed by 96% (RC) and 97% (ICC) of the companies. The latter
(majority of independent directors) has been implemented by 90% (RC) and 96% (ICC)
of the companies. The RC (ICC) is made up only of independent directors in 72 (110)
cases. A third recommendation (presence of directors with financial expertise) has
been implemented by 83% of the companies.
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Amongst the 90 companies having both minority directors and an ICC, 49 (54%) of
them have at least one minority director in the ICC. This happens more frequently in
larger companies and in publicly-owned companies – which have a higher number of
minority directors. The data are similar also for the RC. Overall, the appointment of
minority directors to board committees seems – correctly – to be linked to their
adequate professional qualification and sufficient time commitment. Further, it seems
that issuers are not trying to avoid a priori their appointment to board committees.
The average directors’ remuneration is 226,000 € (3% up yoy; in 2010 it was 7% yoy);
the increase is about 20% for executive directors. The remuneration varies according
to firm size and industry. The main part of directors’ remuneration is represented by
remuneration for office held (approx. 53% of total compensation); “other fees” account
for 35% of the total; bonuses are usually lower (11.2%; 9.8% in 2010, 14% in 2009);
non-pecuniary benefits are almost negligible (1%).
Non-executive directors rarely receive bonuses; however, they frequently get “other
fees” (usually connected to positions held in subsidiaries) of substantial amount.
Independent directors rarely receive any additional compensation; when this happens,
it is usually of negligible amount. Independent directors “at risk” do receive higher
additional compensation (83,000 €, while those not “at risk” get only 50,000 €); in 2011
this phenomenon is, for the first time, remarkable also in non-financial firms.
Remuneration varies with role: Managing Directors (Amministratori Delegati) get the
highest average compensation (791,000 €). Chairmen receive 513,000 €, other
executives 404,000 €. Average remuneration is much lower for the remaining roles:
non-executive directors receive on average 74,000 €. Independent directors get the
lowest average remuneration (55,000 €).
The remuneration of independent directors varies with firm size: it is 107,000 € in FTSE
Mib, 49,000 € in Mid Cap and 31,000 € in Small Cap companies (slightly up yoy). This
probably reflects different business complexity and/or directors’ qualification, on one
hand, and also a different degree of compliance with the Code, on the other hand.
Some doubts arise about the congruity of the amount and the structure of independent
directors’ remuneration in small firms, whereas remuneration seems better balanced in
larger companies.
The evolution of remuneration over time has been different for different classes of
directors. The remuneration of Managing Directors and, in general, executive directors
has grown considerably in 2010 (+18% for MD, +19% for “other executives”); this is
associated with a remarkable increase of bonuses (+46% for MD, +22% for “other
executives”). On the other hand, the remuneration of other directors has decreased
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(chairman: -8%; vice-chairman: -15%; non-executives: -10%); the remuneration of
independent directors is substantially stable (around 50,000 €).
In the second part of our analysis we study RPT procedures; we were able to collect
such documents for 262 companies. They often describe the procedure adopted for
their approval; the approval was nearly always unanimous, after the positive opinion
issued by a committee made up of independent directors, that is normally set up for
this specific purpose (64% of the cases; in 28% of the cases it is the ICC). For 12
companies only (almost all being Small caps) the opinion was issued by the
independent directors sitting on the BoD. The choice apparently depends on how the
CG Code has been applied in practice.
RPT Regulation defines a minimum application scope for those procedures: issuers are
allowed to choose whether to apply them, wholly or partly, also in respect of other
entities or of smaller transactions than those set forth by the Regulation; at the same
time, it is possible to exclude from the application of the procedures a number of
transactions with a low conflict of interests risk and whose inclusion would affect
significantly the organization structure.
Choices made in this context appear often well-pondered and mature. A majority of
issuers chose not to extend the application of the procedures beyond the requirements
set forth in the Regulation. However, it is worth mentioning that there are certain cases
of application extension typically depending on a case-by-case evaluation of the costs
and benefits involved by possible alternatives.
Issuers extending, on a voluntary basis, the category of entities subject to the RPT
procedure application are 35 (13% of the total); they are more frequent in the FTSE Mib
(32% of the total), in the financial sector (36% of the total) and in publicly-owned (25%)
or widely held companies (33%); the data for widely held companies is particularly
interesting; as a matter of fact, they probably deem that conflicts of interests may arise
also in cases that are different from the ones set forth by the Regulation. In 11% of the
cases companies attach to the procedure a list of related parties (and/or equivalent
entities) in order to sort out any doubt in advance.
RPT Regulation requires the issuers to identify rules governing the exam or approval of
transactions to be carried out by its controlled companies. Generally, the rules set forth
by the procedure apply to cases contemplated by the Regulation only, namely when
the RPTs carried out by controlled companies are subject to the previous evaluation by
the Board of Directors or by a representative of the controlling company. This is
consistent with the Regulation philosophy, according to which controlling companies
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are not required to exert a larger influence than they already do. However, 45
companies (17% of the total) provided for rules that exceed Regulation requirements;
this happens more frequently among large companies (29% of FTSE Mib) and in the
financial sector (39% of the cases).
RPT Regulation requires, inter alia, that the approval of related party transactions shall
take place with the previous opinion issued by a committee, or, in the absence of such
committee, that specific equivalent protection measures shall be adopted.
As to “minor” RPTs, the committee shall be made up of non-executive and “nonrelated” directors, the majority of which being independent, and the opinion shall not be
binding. However, certain companies provided for additional requirements on a
voluntary basis: for example, as a general rule, the Board of Directors have a reserved
power of resolution for either RPTs whose values exceed a certain amount or in case
of a negative opinion issued by the committee; sometimes the approval requires also a
qualified majority of the non-related directors.
The Committee required to issue an opinion is entitled to avail of the assistance
provided for by independent experts, selected by the same committee and at the
expenses of the company. The Regulation allows the company to set – as far as minor
transactions are concerned – a capped expense amount for each single transaction.
106 companies (40% of the total) exploited such a faculty. Setting a budget is more
frequent among smaller companies; it is less frequent among publicly-owned
companies (20% of the total). In 85 cases (out of 106) the budget is determined by an
absolute value (on average, 53,000 €); it varies greatly depending on company size
(178,000 € in FTSE Mib, 72,000 € among Mid caps, 26,000 € among Small caps).
In case of “major” RPTs, it is required that the committee is made up of independent
non-related directors only, and the relevant opinion is binding. The issuance of the
binding opinion is assigned to a committee in 253 companies, to all independent
directors in 9 companies, and to the Board of Statutory Auditors, as for the remaining
case (i.e. a small company, that did not adopt the Corporate Governance Code, and
having one independent director only, pursuant to the CLF). In 148 cases, equal to
56% of the total, a specially nominated committee is entrusted with such a task, in 30%
of the cases the ICC, in 10% of the cases the ICC or, alternatively, the RC. As it
already happened in relation to the opinion on the procedures, the choice of the entity
to entrust with the opinion is affected by the way the Corporate Governance Code is
applied. The presence of minority directors in the ICC is, instead, utterly irrelevant.
In 16 companies, in addition to the committee’s binding opinion, there are special rules
concerning the Board of Directors’ resolutions: in 7 cases a stricter solution is adopted,
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since the approval of major RPTs requires, in addition to the majority of the Board of
Directors, also the majority of “the independent directors” or of the “independent and
non-related directors”; in the remaining 9 cases, the Board of Directors’ resolution
approved “with the votes in favor of a majority of independent directors” is alternative to
a positive opinion issued by the committee.
Notwithstanding Appendix 3 of RPT Regulation providing a broad definition of “major”
transactions (basically, these are the ones having at least one of the three parameters
proposed by Consob exceeding the 5% threshold), 27 issuers decided to set a lower
threshold. Such a reduction always relates to the threshold calculated on the
transaction value (it is typically cut by half and set at 2.4%), in 16 cases also to the
remaining two indicators. The reduction is less pronounced in FTSE Mib companies
(where the adopted threshold is – in the cases under examination – 3% as for the value
and 3.5% as for the other indicators).
The simplified regime aimed at “smaller” and/or “recently listed” companies is open to
approximately one-half of listed companies (128 firms). Access to the simplified regime
is motivated less by the recent listing than by the small size of the company. Such
companies more frequently than the average (38% against 23% of the other
companies) entrust the ICC with the task to issue the opinion. As a matter of fact, it
appears that the (modest) relaxation in the composition requirements granted by
Consob rendered easier the adoption of simple and unequivocal solutions.
The Regulation provides the issuers with the option to exclude from the application of
the procedures certain kinds of transactions that are characterized by a low conflict of
interests risk. The use of the exclusion option, normally very frequent, is total or almost
such among larger companies. Such choices seem to be affected materially by the
application complexity that the non-exclusion would have caused.
Almost all companies excluded “exiguous amount” RPTs. Consob recommendation to
set “exiguous amount thresholds” was followed by 242 companies, equal to 92% of the
total: 164 companies chose a unique threshold, the remaining 78 defined distinct
thresholds depending on the kind of transaction or the related party so involved. The
adoption of distinct thresholds is affected by company size (58% among FTSE Mib
companies, 34% among Mid caps, 23% among Small caps), industry (54% in the
financial sector) and ownership structure (57% among publicly-owned companies). On
average, the unique threshold is 229,000 €. Where several thresholds were defined,
the minimum threshold is 156,000 € while the maximum one is 2.1 million €.
Issuers that excluded, wholly or partly, from the application of the procedures
remuneration plans based on financial instruments approved by the shareholders’
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meeting are 234 (89% of the total). Furthermore, 228 companies (87% of the total)
excluded resolutions in matter of remuneration of directors charged with special powers
and officers with strategic responsibilities (according to the terms set forth by the
Regulation, including the adoption of a remuneration policy). 256 companies (98% of
the total) caught the faculty to exclude ordinary transactions executed at market or
standard conditions.
The option to exclude, wholly or partly, intra-group transactions was exploited by 246
companies (94% of the total), including all the FTSE Mib and Mid cap companies. Such
an exclusion is almost total, with the only limit given by the absence of “significant
interests” of other related parties. In 19 cases a partial exclusion is provided for. The
procedures often contain (in 75% of the cases) details on “significant interests” whose
presence prevents the exclusion. The most frequent manner (66% of the cases) is the
provision of examples (positive or negative), it being more frequent in larger companies
(79% in FTSE Mib). The examples mainly refer to the ownership structure of the
counterparty (80% of the cases) and/or to the sharing of directors or officers with
strategic responsibilities (79% of the cases).
The option to exclude “urgent” transactions (not pertaining to the shareholders’ meeting
competence) from the procedures application was used less frequently (in 53% of the
cases).
The Regulation requires that procedures provide for specific “equivalent measures” in
order to approve “major” RPT, where less than three independent non-related directors
sit on the board. A description of such measures is supplied by 222 companies. The
lack of identification of equivalent measures is sometimes caused by the circumstance
that the procedures complexity or board size and composition render extremely unlikely
the event contemplated by the Regulation. The most common measure (63% of the
cases) is the definition of rules governing the replacement of “related” independent
directors.
In the remaining 37% of the cases, other entities are entrusted with the issuance of the
opinion. In 19 cases it is contemplated the possibility to avail of an independent expert.
Companies often provided for “cascade” rules that set out how to proceed where also
the second best solution was not practicable.
The Regulation allows companies to contemplate that the Board of Directors may
approve a “major” RPT, despite the opposite opinion of independent directors, provided
that the performance of such transaction is approved by the general meeting of the
shareholders through the whitewash system. Such option has been contemplated by,
respectively, 95 companies (36% of the aggregate), for transactions that are not
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subject to the shareholders’ meeting approval, and 155 companies (59% of the
aggregate), for those that are subject to the shareholders’ meeting approval. A third
case of calling the shareholders’ meeting (through whitewash) is possible, for RPTs
that are subject to the shareholders’ meeting approval, where an urgent resolution is
needed due to a company crisis. The provision of such a possibility was adopted by 76
companies (29% of the aggregate). The procedures may contemplate that the
execution of the transaction is jeopardized only when the non-related shareholders that
attend the shareholders’ meeting represent at least a certain stake of the voting capital,
however not exceeding 10%. Such a limitation is set forth in 70 cases (74% of the
aggregate).
A review of 36 major RPTs carried out in the first half-year period of 2011 has been
performed in order to complete the survey. First of all, no transaction has been carried
out by FTSE Mib companies and only 7 transactions have been carried out by Mid
caps. The average amount of RPTs varies depending on the size of the issuer (1.658
million € among Mid caps, 23,000 € among “smaller” companies).
Transactions relate to different types. “Major” RPTs are often financial transactions
(loans, capital increases) or investment transactions (purchase/sale of assets). RPTs
are seldom commercial transactions (only 3). The lack of transactions relating to
remuneration was expected. Alongside certain material transactions, there are many
others in which it is hard to identify issues such as to account for the attention level in
the context of the RPT Regulation.
In 27 cases the opinion of the Committee or of the existing independent directors has
been attached to the Document. In 6 cases (3 in the banking sector) the opinion of the
independent expert is also available. The reviewed Documents have an average
number of pages equal to 11.2 (without attachments) and 17.5 (with attachments,
usually consisting of opinions of committees and/or experts) The opinions are often
concise. There are however exceptions, notably in case of transactions contemplating
the purchase, sale or contribution of assets, typically combined with fairness opinions
that can be rather voluminous. Certain opinions have a rich information content.
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FIRST PART:
CORPORATE GOVERNANCE IN ITALIAN LISTED FIRMS
2. General Information
2.1.
Compliance with the Corporate Governance Code; structure and form of CG Reports
Compliance with the Code takes place on a voluntary basis; listed companies adopted
the Code have to disclose annually how they have applied the principles and criteria
set out in the Code. Moreover, article 123-bis CLF11 has imposed the publication of a
“Report on corporate governance and ownership structures”, where companies shall
provide information regarding “the adoption of a corporate governance code of conduct
issued by regulated stock exchange companies or trade associations, giving reasons
for any decision not to adopt one or more provisions, together with the corporate
governance practices actually applied by the company over and above any legal or
regulatory obligations”12. Consequently, all companies offer disclosure about some
fundamental aspects of their governance system.
Almost all companies stated formally their intention to comply with the Code: this
happens in 249 cases (95% of the aggregate: see Tab. 1, in Appendix 2), including all
FTSE Mib firms13. The 13 remaining cases (14 in 2010) are companies that explicitly
disclosed their intention not to adopt the Code, while providing information on their
corporate governance system according to article 123-bis CLF. An explanation for noncompliance with the Code is often available (in 7 cases): it is generally based on the
structure and characteristics of the company (in particular, firm size or, sometimes, its
nature of holding company); sometimes the explanation includes a statement that the
governance system is adequate, given the characteristics of the company.
11
This article was first introduced by art. 4 legislative decree (l.d.) 19 November 2007 no. 229 and then
replaced by art. 5 l.d. 3rd November 2008 no. 173. This article, as modified by art. 5 para. 1 l.d. no.
173/2008, is to apply to the CG Reports related to the financial years starting at the date after the one on
which the decree has come into effect (November 21st, 2008), i.e. to the 2009 CG Reports published in
2010.
12
The minimum content of the CG Report includes a number of points, beyond what reported in the text:
a) specific pieces of information about the corporate governance and capital structure of the issuer; b)
rules applying to the appointment and replacement of directors and members of the control body or
supervisory council, if different from those applied as a supplementary measure; c) the main
characteristics of existing risk management and internal audit systems used in relation to the financial
reporting process, including consolidated reports, where applicable; d) the operating mechanisms of the
shareholders’ meeting; e) the composition and duties of the administrative and control bodies and their
committees.
13
Our analysis refers only to Italian companies (we ignored foreign firms listed in Italy).
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31 companies communicate their intention not to comply with one or more principles or
criteria: in 26 cases the non-compliance refers to independence criteria for directors14,
in one case the independence of statutory auditors; in 3 cases the non-compliance
refers to the establishment of one or more board committees, in 2 cases to the duties
assigned to the ICC. Compliance with the Code is not automatic: it is now a result of a
more mature choice of the issuers.
The quality and quantity of disclosure are generally good. The structure of the CG
Report follows, in most cases, the 2nd edition of the “Format for the issuance of CG
Reports” issued by the Italian Stock Exchange15, which includes in the Appendix –
drawn up with the contribution of Assonime – some tables reporting summary data
about composition and functioning of the corporate bodies. Using the Format is neither
mandatory nor expressly recommended by the Italian Stock Exchange: the Format has
been followed by 80% of listed companies (74% in 2010, 58% in 2009), especially by
small ones (86% of Small Caps); large companies have often preferred not to follow
the Format, or to follow it only partially (only 59% of FTSE Mib firms have adopted the
Format). The Format has been particularly useful to small companies; large companies
often prefer to disclose detailed information in a tailor-made way.
This point can be caught also by looking at the summary Tables on compliance with
the Code, attached to the new version of the Format. They include some tables on
composition and functioning of corporate bodies, closely resembling the schemes
proposed by the Handbook on Corporate Governance Reports (hereinafter, the
“Handbook”16) published by Assonime and Emittenti Titoli, which were widely adopted
in the past. Issuers are progressively adopting the “unified and advanced” version
presented in the second edition of the Format: the new version of the Tables has been
used by 148 companies, i.e. 56% of the aggregate (in 2010 they were 118, i.e. 43% of
the aggregate17). The publication of Tables on composition and functions of corporate
bodies is more frequent among larger companies.18
14
For a detailed analysis see paragraph 3.3
We refer to the second edition of the Format, published in February 2010. A first edition was published
by the Italian Stock Exchange in February 2008. The Italian Stock Exchange qualified the Format as
experimental and useful as “a check on the nature and the content of information in the CG Reports on
year 2007 and/or for the competence control of the BoSA”.
16
See http://www.assonime.it/AssonimeWeb2/statuto.jsp?id=235032.
17
The data reported in Tab. 1 (175 companies) must be read with caution, because they reflect a
discontinuity: 2010 data are, indeed, the sum of the number of issuers that adopted the “new” model (118)
and issuers that followed the “old” Format version (57). Whereas 2011 data (148 issuers) refer only to the
issuers that adopted the “new” model.
18
The new Tables were published by 21 (out of 37) FTSE Mib companies, up from 16 in 2010.
15
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Figure 1
2.2. Information about corporate governance and ownership structure
The CG Reports include information about corporate governance and ownership
structure, mandated by art. 123-bis CLF (even though not necessarily through a CG
Report). We underline that such data must be handled with care: some doubt exists
about the true meaning of some legal definitions and may have induced companies to
disclose information in a not completely homogeneous way19. A slight increase in 2011
of situations related to art. 123-bis CLF seems to be linked to a greater awareness of
listed companies and, sometimes, to the decision to disclose – in case of doubt about
the real extension of the rule20 – explicit information on some governance structures.
We analyzed the following aspects (see Table 2):
a) Restrictions on the transfer of securities
The companies disclose restrictions on the transfer of securities (art. 123 para. 1, b)
CLF) in 55 cases, i.e. 21% of the aggregate. Such restrictions are more frequent in
large companies (35% in FTSE Mib) and are clearly linked to industry classification: in
19
For example, companies may provide information about similar situations either in the section on
ownership ceilings (according to art. 123-bis, para. 1, b)) or in the section about restrictions on voting
rights (according to art. 123-bis, para. 1, f)). Furthermore, not all shareholders’ agreements “blocking” the
transfer of securities to other investors seem to have been considered restrictions on voting rights (for
instance, situations where one or more participants to the agreement have a mere pre-emption right, are
often not considered restrictions of this kind). Only a limited number of banks decided to disclose explicitly
the restrictions on the transfer of securities connected to the authoritative regime for acquiring shares in
Italian banks provided by the Consolidated Law on Banking (CLB).
20
It is not rare to find information disclosed with the formula “as far as it might be needed”.
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particular, they are disclosed in 46% of the cases by financial companies and in 47%
by public utilities.
The restrictions disclosed are the following:
a)
Restrictions on the transfer of securities due to shareholders' agreements or
one-sided obligations of individual shareholders: 19 cases;
b)
Actual (or potential21) ownership ceilings associated with the (present or past)
status of “privatized” company: 9 cases;
c)
Ownership ceilings connected to the status of cooperative company (in
particular, those provided by art. 2525 Italian Civil Code): 7 cases (often with a
clause of consent, which does not refer to the transfer of securities, but to the
registration in the shareholders’ register and the exercise – by the acquiring
shareholder – of administrative rights);
d)
Restrictions to acquiring shares in Italian banks defined by art. 19 of the
Consolidated Law on Banking (hereinafter CLB): 2 cases.
e)
Lock-up clauses and other transfer restrictions for the beneficiaries of stockbased incentive plans: 6 cases;
f)
Transfer restrictions on particular classes of shares or restrictions related to
the issuance of some types of financial instruments: 5 cases;
g)
Restrictions linked to the existence of a pawn on a block of shares: 3 cases.
h)
Restrictions on management trading of company shares as defined in internal
dealing rules: 4 cases
21
E.g. the power assigned to the Minister of the Economy and Finance (who is no more a shareholder of
the issuer) to oppose the acquisition of shares exceeding a certain percentage by outside investors.
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Figure 2
b) Special control rights
Special control rights (art. 123, para. 1, d) CLF) are quite rare: they are disclosed only
by 10 companies (i.e. 4% of the aggregate; up from 8 in 2010). We counted 7 cases of
“golden share” assigned to the Minister of the Economy and Finance or, anyway,
restrictions to shareholding linked to the public nature of the companies. In one case
special control rights refer to a complex mechanism of slate voting, that gives special
rights to shares of a specific category. The last 2 cases are linked to securities
assigned to members of the BoD in 2 investment companies (where these special
rights have the purpose of stabilizing control and providing incentives to management).
c) Restrictions on voting rights
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Restrictions on voting rights (art.123, para.1, f) CLF) are disclosed by 34 companies
(1/3 of the aggregate, up from 28 in 2010). They are more frequent in large (32% in
FTSE Mib) and in financial companies (50% of the aggregate, up from 38% in 2010).
They are usually connected to the possible breach of ownership ceilings, either set out
in the “privatization” law (13 cases) or in the articles of association, or stemming from
shareholders’ agreements. In one case, the restrictions are connected to a pawn on the
control block of shares. Cooperative companies often understand the “one-head-onevote” system as a restriction on voting rights. In one case, both the shareholder
qualification and the related voting rights is based on the evaluation of non-economic
elements (the profession of the Catholic religion).
d) Change of control clauses
Change of control clauses (art. 123, para. 1, h) CLF) are quite frequent (122
companies, i.e. 47% of the aggregate), in particular among larger companies (81% of
FTSE Mib) and in the non-financial sector (48% against 32% in the financial sector).
Such clauses are often part of financing contracts (96 cases) and/or of commercial
agreements (34 cases) and may generate various consequences (from a mere
obligation to disclose the change of control to the advance reimbursement of loans, a
right of withdrawal, a purchase or transfer option (so-called tag-along) of the
participation to other partners in a joint venture, etc.).
e) Agreements which envisage indemnities to directors
The last point analyzed regards the presence of agreements which envisage
indemnities to directors in the event of resignation, wrongful dismissal or in case their
employment contract is terminated after a takeover bid (art. 123, para. 1, i) CLF);
Consob requested more information on this point with Communication no.
DEM/11012984 of 24 February 2011; such agreements are rarely disclosed (in 40
cases; i.e. 15% of the aggregate): they are more frequent among large companies
(46% in FTSE Mib and 20% in Mid cap and only 10% in Small cap firms).
An indemnity must be paid almost always (in 98% of cases) in case of wrongful
dismissal, frequently (65% of cases) in case of resignation; an indemnity is rarely
expected (32% of cases, particularly in the non-financial sector) in case of a takeover
bid or changes of control. An estimate of the value of such indemnities is often
disclosed, together with a short description of the parameters which will be used for its
computation (monthly or annual – often total – remuneration of beneficiaries,
sometimes only the fixed part).
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2.3. Information about the possible opt-out from the passivity rule
We analyzed in the CG Reports also information about the possible decision to opt-out,
with an appropriate provision in the articles of the association, from the passivity rule in
case of a hostile takeover bid22. This choice seems extremely rare: only 2 companies
disclosed this decision in their CG Reports.
2.4. Information on succession plans
The Consob Communication (no. DEM/11012984 of 24 February 2011) requires FTSE
Mib companies to disclose information about any succession plan in place for
executive directors, specifying if there are mechanisms to deal with early replacement
(i.e. before the ordinary dead-line). Explicit information is given in 38 CG Reports (i.e.
15% of the aggregate), in particular among FTSE Mib companies (70%23). (Tab. 3)
Formalized succession plans are rare – only 3 companies disclosed their existence: in
one case the plan applied to top managers, in the second case one director holding
also the position of CFO and in the third company the plan is still under construction.
Other 2 companies disclosed that the definition of succession plans is still in progress.
Information on procedures to define such plans are still fragmentary: one company
disclosed the corporate bodies involved in the succession plan (the Human Resources
committee); another disclosed the timing for updating the plan.
3. Compliance with Code recommendations
3.1. Role of the Board of Directors and of the Board of Statutory Auditors; two-tier and
one-tier management and control systems
22
This possibility is now defined by art. 104, para. 1-ter CLF, introduced with art. 13 of the decree law no.
185 of 29 November 2008, converted in law no. 2 of 28 January 2009 and finally modified with art. 1 of
legislative decree no. 146 of 25 September 2009. One company referred, wrongly, to previous rules,
probably induced in error by continuous law changes.
23
This value doesn’t reach 100%, for 3 reasons: a) at the time of the Consob Communication (24 February
2011) – some companies may have already approved the CG Report (this is certainly true for the
companies whose financial period differs from the calendar year); b) our analysis is based on the FTSE
Mib index as of 31 March 2011; our classification of “FTSE Mib” companies differs slightly from the true
composition needed to analyze the point; c) finally, the information analysed was disclosed according to a
mere recommendation.
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The analysis of the BoD is based on the full sample (262 companies), while that of the
Board of Statutory Auditors is based on a smaller sample (252 firms), excluding both
one-tier and two-tier companies24.
The analysis of the CG Reports of companies and firms adopting the two-tier or onetier management and control systems required particular caution25 and has some
implications on the composition of the sample.
The survey on the role of corporate bodies covered the following points (see Tab. 4):
a) Frequency of meetings
Information about meeting frequency of the BoD is available almost always (see Tab.
4): the annual average number of meetings is 10.2, but variability is high across
industries (15.7 in financial, 9.6 in non-financial companies) and according to firm size26
(11.4 in FTSE Mib; 9.8 in Mid Cap and 9.9 in Small Cap firms)27. The average meeting
frequency is stable over time.
24
The size of our sample has decreased over the last few years: this is due to mergers, bankruptcy
procedures and takeover bids by control shareholders. Sample size decreased from 291 (in 2008) to 262
(companies adopting a traditional system decreased from 280 to 252).
25
Our sample includes also 7 two-tier and 3 one-tier companies. The one-tier model provided by the Civil
Code requires a BoD and a committee established within the Board (Management Control Committee MCC). The committee is made up of directors, although their duties are similar to those of Statutory
Auditors in the “traditional” model, even if other duties may be added (e.g. those recommended by the CG
Code to the Internal Control Committee - ICC). As in previous surveys, we chose: a) to consider the BoD
of one-tier companies together with that of the companies adopting the traditional model; b) to consider the
MCC equivalent to the ICC. In two-tier companies, classification problems are more complex because of
the variety of roles and functions that can be entrusted to the Supervisory Board. Therefore, according to a
careful reading both of the by-laws and of the CG Reports of two-tier companies, we chose: a) to consider
the Management Board together with the BoD of companies that adopted the “traditional” model; b) to
consider the Supervisory Board as a separate entity; c) to consider the members of both corporate bodies
in the directors’ sample.
26
The FTSE Index definition basically follows market capitalization; the median market capitalization at the
end of March 2011 was (in million €): FTSE Mib: 4.113; Mid Cap: 972; Small Cap: 67. The market
capitalization of Micro Cap at the same date was 86, that of “Other” and Star companies was 125 and 151,
respectively.
27
The number of BoD meetings is extremely variable across companies, ranging from 4 (in 10 - mostly
small - companies) to 43 meetings per year (in the Management Board of a two-tier company in financial
distress); frequency is very high also in 2 companies belonging to groups in financial distress (with 30 and
29 meetings) and in two banks (28 meetings each).
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Figure 3
Figure 4
In 252 cases (i.e. 96% of the aggregate; up from 91% in 2009) listed companies
provided information on the meeting frequency of the BoSA (see Tab. 4). The average
number of meetings is 11.5, and growing (10.4 in 2010, 10 in 2009, 9.6 in 2008); the
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increase of BoSA meeting frequency is due to larger companies (up from 15.2 in 2009
to 18.7 this year, in FTSE Mib companies)28 and to the financial sector (where the
number of meetings increased from 24.6 in 2009 to 31.6 this year).
b) Attendance to meetings
The information about attendance to BoD meetings is available very often (see Tab. 5
and Tab. 6). Information on individual attendance is available for 2,586 directors out of
2,728, i.e. 95% of the aggregate (as in 2010; up from 87% in 2009, 86% in 2008, 77%
in 2007 and 65% in 2006): more than half of them (1,421) were always present. In
addition, 96% of the directors (for which information is available) attended at least to
half of the meetings; “extreme” negative values are quite uncommon29. Transparency
has grown considerably; average attendance remains high.
Figure 5
The picture about attendance to BoSA meetings is quite similar (see Tab. 5 and Tab.
6). Information is available for 733 statutory auditors out of 786, i.e. 93% of the
aggregate (was 92% in 2010, 82% in 2009 and 2008, 73% in 2007 and 63% in 2006):
28
The BoSA meeting frequency is quite variable across companies, ranging from the legal minimum of 4
meetings (ex art. 2404 of the Italian Civil code) to 88 meetings per year. The first 8 companies (39
meetings per year and more) are 8 banks. Only in one case the number of meetings is lower than the legal
minimum.
29
Cases of attendance equal to 0 are 15, in 11 companies (down from 18 in 15 companies in 2010).
However, in one case the interested director is deceased; in other 2 cases the value may be explained
with an appointment at the end of the year.
3/2012
72% of them (529 statutory auditors) were always present, 99% of them attended at
least to half of meetings30.
c) Information about delegated powers
In 257 cases (i.e. 98% of the aggregate) companies delegated powers to individual
directors (see Tab. 4). The establishment of an Executive Committee remains
uncommon (42 cases; basically the same as in the previous years), except in the
financial sector, where it has been established by 57% of the companies; the
percentage is 11% in non-financial companies.
Figure 6
Companies almost always provide detailed information about powers delegated to
individual directors (98% of cases) or to the Executive Committee (93% of cases) (see
Tab. 4). The quality of such information is often high, with a detailed description of the
delegated powers and powers exclusively assigned to the BoD.
Companies that have established an Executive Committee often (in 90% of the cases)
provide information on its meeting frequency: on average, 11.8 meetings per year. The
number of meetings is quite variable (from 0 - in 2 cases, always the same every year to 94 meetings per year). The denomination “Executive Committee” includes bodies
having heterogeneous features: some of them are involved in day-by-day business
30
Cases of attendance lower than 50% are disclosed by 4 companies (down from 10 in 2010).
3/2012
decisions, while others play a limited role; sometimes, they seem a sort of back-up
device, to be convened only in case of need.
d) Information about Board Evaluation
The Code recommends Boards of Directors to implement, at least once a year, an
evaluation about its own size, composition and functioning and those of its
Committees, possibly stating their orientation about professional figures whose
inclusion in the board may be useful. However, the Code recommends to disclose
neither the way such self-evaluation has been performed, nor the evaluation outcome:
any information in this field is provided on a completely voluntary basis.
Consob has recently requested additional disclosure in this field31 in the
Communication no. DEM/11012984 of 24 February 2011; Consob has specified that it
will follow the development of the self-regulation process and it will also analyze the
evolution of the practice in order to evaluate possible new measures in this field.
More than a half of listed companies (162 issuers) provided information about board
evaluation (see Tab. 7); disclosure on this point is more frequent in larger (89% among
FTSE Mib, 78% among Mid cap) and financial companies (75%; 60% in other
industries). The data are similar to those of 2010.
Companies (particularly larger companies) often disclose information about their
evaluation procedures (Tab. 8): they often send a questionnaire to each director (56
cases, i.e. 35% of companies disclosing on this point); interviews are less frequent (13
cases, i.e. 8% of the aggregate).
The process seems to be more structured among FTSE Mib companies: 70% of them
used questionnaires and 27% interviews. The recourse to external facilitators is
frequent only in larger companies (11 cases, i.e. 33% of companies that disclosed on
this point), particularly publicly-owned companies (plus 4 Mid cap and one Small cap
31
In the consultation about remuneration, BoD self-evaluation and succession plans of the 18 January
2011. The proposal of Consob was to require the companies, ex art. 114, para. 5 CLF, to disclose in the
“Report on corporate governance and ownership structures”, also on some further points: a) if the BoD
made a self-evaluation on its own size, composition and tasks (and also on size, composition and tasks of
committees). If not, to explain the reason of this choice; b) which body is in charge of the evaluation
procedure; c) if the self-evaluation process referred to size and composition of the BoD and committees;
and in this case, which specific elements were analyzed; d) if the self-evaluation process referred to the
functioning of BoD and committees; and in this case, which specific elements were analyzed; e) if the
company analyzed the effectiveness of decisions (eventually taken as a consequence of the previous selfevaluation); f) if those procedures were compared to the best practices of main Italian and foreign
companies; g) which instruments were used to collect directors’ opinions; h) areas of excellence or of
improvement, coming out as a result of the analysis; i) if the BoD convened a meeting to evaluate the
results of the self-evaluation process and the eventually taken decisions.
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company). The global number of companies with an external facilitator is 16,
approximately the same as in 2010 (15 cases; up from 7 in 2009).
The attribution of this task to a board Committee or to one or more independent
directors is disclosed in 20% of the cases (and in 40% of the FTSE Mib companies).
Companies frequently (46% of cases) disclose that they gave sufficient time and/or
reserved specific items of the BoD agenda to board evaluation. The structure of the
process and/or the quality of disclosure in this field vary with company size (disclosure
is present in 79% of FTSE Mib, 51% of Mid cap and in 33% of Small cap firms).
The result of the evaluation are, obviously, disclosed rarely and, moreover, in a short
way. 10% of companies disclose the existence of excellence areas, while 21% report
improvement areas (24% and 39%, respectively among FTSE Mib firms).
e) Positions held in other companies
Transparency on this point is increasing. Information is now available for 2,607
directors out of 2,728 (see Tab. 9), i.e. 96% of the aggregate (up from 89% in 2010,
85% in 2009).
This data should be interpreted with caution, because of the vagueness of the formula
used by the Code32, which led to different disclosure practices. The average number of
other positions held by directors is 3.26 (slightly down yoy). 32% of the directors for
whom information are available (up from 29% in 2010 and 28% in 2009) disclosed no
other position and a further 16% has only one additional position. However, a number
of people hold a high number of other positions (689 directors, i.e. 26% of directors for
whom information is available, hold at least 5 positions in other companies; 203 of
them, i.e. 8% of the aggregate, hold at least 10 other positions); the maximum number
of other positions disclosed by a single director is 100 (in a number of real estate
companies)
It is often possible to draw information also about the other positions held by statutory
auditors (even though such disclosure is not explicitly recommended by the Code)33.
32
The Code refers to positions held not only in “other companies listed on regulated markets, including
foreign markets”, but also “in financial companies, banks, insurance companies or companies of a
considerably large size”.
33
This point has been affected by the “Protection of Savings” Law. According to art. 144-terdecies of
Consob Regulation on Issuers: “The position of member of the control body of a listed issuer may not be
assumed by those who hold the same position in five listed issuers”; the same regulation provides also an
additional limit for aggregate positions resulting from a complex weighting model (which takes into account
both listed and unlisted companies).
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This information is available for 719 statutory auditors out of 786, i.e. 91% of the
aggregate (up from 87% in 2010, 75% in 2009).
The average number of “other positions” held by statutory auditors is substantially
stable, after a strong increase in previous years: in 2011 it is 9.9 (it was 9.8 in 2010, 9.6
in 2009, 7.6 in 2008 and 2.8 in 2007). The number of statutory auditors who disclosed
no other position is increasing: in 2011 we counted 95 people (down from 107 in 2010,
106 in 2009, 178 in 2008 and 237 in 2007); moreover, a growing number of persons
disclosed a high number of other positions: 300 statutory auditors (up from 296 in 2010,
252 in 2009, 175 in 2008, 47 in 2007) hold at least 10 other positions; the maximum
number of other positions disclosed by an individual is 52 (in 2010 the record was 89
offices).
Figure 7
The quality of information is, however, heterogeneous across companies: in particular,
many issuers seemingly disclose all other positions.
f) Positions held in other listed companies
Comparing CG Reports with the Consob database, it is possible to obtain the number
of positions held by directors and statutory auditors only in listed companies (see Tab.
10). As already mentioned in Tab. 9, listed companies have 2,728 directors; however,
the number of people holding a director position is lower (2,263), because a person
may hold more than one position. 1,886 people hold only one director position (they
have no other offices in listed companies), 310 people hold positions in more than one
3/2012
BoD (up to a maximum of 6), while 67 people hold positions both in BoDs and in one or
more Board of Statutory Auditors (up to a maximum of 5 total positions)34.
As shown in Tab. 9, listed companies have 786 statutory auditors; however the number
of people holding such positions is lower (656), because one person may hold more of
them. In this case, 508 people hold only one position of statutory auditor (they have no
other office in listed companies); other 81 people hold a statutory auditor position in
more than one listed company (up to a maximum of 4)35.
g) Role of the Supervisory Board in two-tier companies
The 7 two-tier companies often provide information about the role of their Supervisory
Board (see Tab. 11). First of all, a large majority of company by-laws provide such
Board with exclusive powers to deliberate on the company strategic, industrial and
financial plans: this happens in 6 companies out of 7 (all banks). The Supervisory
Board has not only control on the Management Board; on the opposite, it tends to
perform a significant role in the definition of the company strategies. The frequency of
meetings is coherent with such a role: it is growing over time and is now higher than the
frequency of BoD meetings in the “traditional” model (20 meetings per year in the
financial sector, as in 2010; up from 17 in 2009, 14 in 2008; 11 meetings in nonfinancial firms).
Two-tier companies disclose frequently on the board evaluation procedure (57% of the
cases, see Tab. 12): particularly frequent is the recourse to questionnaires (50% of the
companies). No two-tier company referred to external facilitators or to a committee the
duty of the board evaluation. Companies always gave sufficient time and/or reserved
specific items of the agenda to board evaluation. The results are disclosed rarely and,
moreover, in a short way. Disclosure of excellence or improving areas is more frequent
than among “traditional” companies.
3.2. Composition of the Board of Directors and Independent Directors
The survey considered the following points:
a) Board Size
34
The total number of people who hold director positions is 1,886 + 310 + 67 = 2,263 (see Tab. 10)
In addition to 67 people that, as mentioned above, hold positions both in BoD and in one or more BoSA.
The total number of people who hold statutory auditor positions is 508 + 81 + 67 = 656 (see Tab. 10).
35
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Board size is extremely variable according to firm size (ranging from 8.6 in Small Cap
to 12.7 in FTSE Mib companies: the difference between FTSE Mib and Mid cap
companies is now less than half than in the previous year) and across industries (15.6
in financial, 9.4 in non-financial companies)36. Financial firms have a larger board, but
also a larger size37. Board size is substantially stable over time (around 10 directors)
(see Tab. 13).
The average Management (Supervisory) Board size in two-tier companies is 7.4 (13).
Average data hide big differences, particularly across sectors: The average
Management Board size in financial (non-financial) companies is 10.7 (5);
(Supervisory) Board size is 20.7 (7.2).
Figure 8
b) Board Composition
36
In companies adopting either the traditional or the one-tier model, BoD size is ranging from a minimum
of 4 in one small company (down from 9 in 2010) to a maximum of 25 directors. In two-tier companies, the
number of directors varies between a minimum of 7 units (2 in the Management Board and 5 in the
Supervisory Board) and a maximum of 34 units (11 in the Management Board and 23 in the Supervisory
Board). The Supervisory Board is usually larger than the Management Board (on average, there are 1.72
“supervisory” directors for each “managing” director). Only one company has a Management Board larger 5 members - than the Supervisory Board - 4 members.
37
The average (median) market capitalization of financial companies as of March 31st, 2011 was 4.43
(1.25) € millions; that of non-financial companies was 1.38 (0.14) € millions.
3/2012
The number of directors belonging to various categories (executive, non-executive and
independent38) is now stable. The average Board of Directors is composed, in almost
equal proportions, of executive (30%), “simple” non-executive (34%) and independent
directors (36%). The weight of independent directors varies with company size (from
34% in Small cap to 38% in Mid cap, up to 40.9% in FTSE Mib companies).
The historical differences across industries have almost disappeared. The weight of
executive directors (as a percentage on the total) was traditionally smaller in financial
firms, while non-executive and independent directors was higher. This difference has
reduced over the years: executive directors in financial companies grew from 17.4% (in
2007) to 27.9% (in 2011); at the same time independent directors decreased (from
50.5% in 2007 to 31.3% in 2011, i.e. less than in non-financial companies: 36.2%).
However, these data seem to have stabilized.
Figure 9
38
We refer here to the definition of independence provided by the CG Code. An analysis based on the
CLF definition is performed in the next paragraph. The identity of executive, non-executive (and
independent) directors is disclosed almost always: this information is not available only for 19 directors (in
14 companies; they were 18 in 2009) out of 2,815. 6 of them sit on the Board of a single company that did
not disclose any information because the whole board was freshly appointed in January. The remaining 13
cases are also easy to explain: 11 of them are honorary chairmen, while the last 2 directors had been
appointed or had resigned shortly before the CG Report date.
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The new edition of the Code (approved in December 2011) recommends (art. 3.C.3.)
FTSE Mib companies to have in the future independent directors accounting for at least
1/3 of the board. Our analysis shows that – at the end of 2010 – 31 companies out of
37 (i.e. 84% of the aggregate) already comply with this standard. Art. 3.C.3. of the
Code recommends, companies to have at least 2 independent directors: at the end of
2010, 233 companies (i.e. 89% of the aggregate) already comply with this standard. 11
of the 29 companies “short” of independent directors, however, are firms which have
decided not to adopt the CG Code.39
In two-tier companies, the composition of the Management Board is quite variable: the
total number of directors is 52; executive directors are clearly prevalent (32 directors;
non-executive directors are 20, 8 of whom are independent). The weight of executives
in the Management Board is increasing (from 50% in 2010 to 62% in 2011).
The Supervisory Board is composed exclusively of non-executive directors (91 overall;
see Tab. 14). The percentage of independent directors is higher in Supervisory Boards
than in Boards of Directors of companies with a different governance model
(“traditional” or one-tier management and control systems). This is true both with
reference to global numbers (76%), or to the total number of non-executive directors.
The weight of independent directors (“Code definition”) is decreasing (from 94% down
to 76%): it is plausible that this is an effect of a growing transparency on the definition
of independence adopted by the firm.
c) Board Independence (CG Code and CLF definitions)
Since the adoption of the “Protection of Savings” Law the analysis of directors’
independence has become more complex40: two different notions of “independence”
coexist in Italy; therefore, any disclosure concerning independent directors must be
qualified by the definition used.
Consob Regulation on Issuers (art. 144-novies and decies) 41 requires companies to
disclose in their CG Reports information about directors meeting the independence
39
Out of the other 18 companies, 14 have only one independent and 4 anyone.
According to art. 147-ter, para. 4 CLF, at least one director (or two directors if BoD is composed of more
than 7 members) should satisfy the independence requirements established for members of the Board of
Statutory Auditors and, if so provided in the by-laws, the additional requirements established in the codes
of conduct adopted by the company. See Circolare Assonime no. 45/2009.
41
These rules require to disclose in the Report on the corporate governance and ownership structures
data concerning “the list from which each member of the administrative and control bodies has been
elected” and of “the directors who have declared they have the independence requirements provided for
by art. 148 para. 3, CLF and, if provided by the by-laws, the further requirements provided by the codes of
conduct”.
40
3/2012
requirements set out in the CLF. This information is almost always available (258 cases
out of 262, i.e. 98% of the aggregate42; up from 93% in 2010, 62% in 2009).
Listed companies have 2,728 directors; 725 are executive and 2,001 are non-executive
directors43: among the latter, 861 are “non-independent44” (43% of the aggregate, as in
previous years) while 1,140 are “independent” according to the Code and/or the CLF
definition. Among them, 1,044 (i.e. 52% of the aggregate non-executive directors) are
explicitly qualified as “independent” according to the CG Code. They are usually
explicitly qualified as independent also according to the CLF (this happens for 989
directors); only 55 directors (were 126 in 2010) are qualified as independent according
“to the Code only”. This is apparently due to two phenomena: a) companies where
information is not available (4 cases, see fn. 43); b) companies disclosing a number of
“CLF independent” lower than the number of “Code independent” directors 45, probably
in order to reduce the risk of automatic fall from the office in case a directors loses the
“CLF independence requirements”.
42
In 3 of the remaining 4 cases CG Reports identify the independent directors, but the definition of
independence used is not disclosed. In the last case there is no disclosure about independence.
43
The difference between 725 + 2,001 = 2,726 and 2,728 are 2 directors (see Footnote 39) for which such
qualification is not available.
44
Or, possibly, directors, who would not qualify as independent according to the CG Code and for whom is
still missing the information about “CLF requirements”.
45
This explanation is valid in 13 cases. According to art. 147-ter, para. 4, CLF, “At least one of the
members of the Board of Directors, or two if the Board of Directors is composed of more than seven
members, should satisfy the independence requirements established for members of the board of auditors
in article 148 para. 3 and, if provided for in the Articles of Association, the additional requirements
established in codes of conduct drawn up by regulated stock exchange companies or by trade
associations. (…) The independent director who, following his or her nomination, loses those requisites of
independence should immediately inform the Board of Directors about this and, in any case falls from
his/her office”. This rule requires disclosure of directors satisfying the "CLF independence requirements" at
the slate filing date; however, it does not prescribe full, up-to-date disclosure of the characteristics of all
directors (particularly of those who were appointed before the entry into force of Law no. 262/2005, for
whom no such disclosure was mandated).
3/2012
Figure 10
There are also 96 non-executive directors (were 104 in 2010) who met the CLF
independence requirements, but would not qualify as independent according to the CG
Code. This situation is more frequent in two-tier companies, also because the law
requires “CLF independence” for all Supervisory Board members: 16 of them (down
from 23 in 2010) belong to boards of two-tier companies (4 from a Management Board
and 12 from a Supervisory Board).
A few executive directors (20 in 11 companies; up from 9 in 7 in 2010) meet the
“independence requirements” according to art. 147-ter CLF46. Such “executive and
independent” directors are never (as in 2010) essential for the firm to meet the legal
minimum required by art. 147-ter and art. 147-quater CLF.
d) Chairman-CEO and Lead Independent Director
In 155 (i.e. 59% of the aggregate, as in 2010) companies the chairman received
delegated powers (see Tab. 15). The attribution of delegated powers to the chairman is
more frequent in smaller firms (69% in Small cap, 53% in Mid cap and 32% in FTSE
Mib companies); moreover, a remarkable variability can be found across industries: the
chairman received delegated powers in 11% of the financial and in 65% of the nonfinancial firms.
46
They are 2 chairmen, 4 managing directors, 4 deputy chairmen, 8 members of the executive committee
and 1 executive director.
3/2012
Figure 11
The Code recommends to avoid the concentration of corporate offices in one individual
and to appoint a Lead Independent Director (LID) in the event that the chairman is also
the CEO of the company, as well as in the event that the office of chairman is covered
by the person controlling the issuer.
3/2012
Figure 12
We identified the companies supplying sufficient information to identify a managing
director as the CEO47. Among the 257 companies with executive directors, we identified
a possible CEO in 196 cases (i.e. 76% of the aggregate). The CEO coincides with the
chairman in 84 firms (i.e. 31% of the aggregate, in line with previous years): we
consider him a Chairman-CEO. In 43 companies (16% of the aggregate)48 the office of
47
This investigation was difficult not only because the disclosure of the necessary information is not
explicitly required, but also because there is no clear definition of CEO: consequently, we decided - in line
with previous years - to identify: a) situations where the company has a single managing director and b)
situations where, although there is a plurality of managing directors, one of them has either wider
delegated powers or is invested with the role of coordinating the other executives or of supervising the
ordinary course of business. The transparency on this point is probably going to improve a lot in the future:
the 2011 Code recommends explicitly (art. 1.C.1. lett i)) to disclose on the role of each director and,
particularly, also on those directors who held also the role of CEO.
48
In 27 cases the chairman is both the controlling shareholder and the CEO. We have considered the
definition reported in the Code (“the person” who controls the company) in a narrow sense; therefore, we
have ignored situations where the chairman is a member of a group of control shareholders (e.g. a family).
It is interesting to notice that the appointment of a LID is inversely proportional to the company size: FTSE
Mib companies with a LID are 9, i.e. about ¼ of the total, while Mid cap are 27 (45%) and the Small cap 56
(40%). The 2011 Code recommends (art. 2.C.3.) that the BoD of FTSE Mib companies must appoint a LID,
3/2012
chairman is covered by the person controlling the issuer. The data are similar to
previous years.
The appointment of a Lead Independent Director is quite frequent in the non-financial
sector, where it is disclosed by 96 companies (i.e. 71% of companies with a ChairmanCEO); in the financial sector only one company (out of 2 with a Chairman-CEO)
appointed a LID. No two-tier company appointed a LID (see Tab. 14). The frequency of
the appointment of a LID is now stable over time. Quite obviously, the appointment of a
LID is more frequent where it is recommended by the CG Code and, particularly, where
the chairman is the person controlling the firm, independently of his qualification as
CEO (32 cases out of 43, i.e. 74% of the aggregate49); it is less frequent where a
Chairman-CEO is indeed present, but is not the person controlling the firm (34 cases
out of 54, i.e. 63% of the aggregate). A LID has been appointed also by a number of
companies which are not in one of the situations identified by the Code (31 cases out of
160, i.e. 19% of the aggregate). The frequency with which a LID is appointed is stable
also in these subsamples.
Executive sessions of the independent directors have become more frequent in the last
few years: 185 companies, i.e. 71% of the aggregate (up from 67% in 2010, 58% in
2009) state that such sessions have taken place; they are more frequent in larger
companies (they took place in 84% of FTSE Mib firms; 90% of Mid cap).
e) Gender diversity
Finally, we collected data about the gender composition of corporate bodies. This field
was under particular attention in 2011. Law no. 120/2011 (the so-called “gender quota”
law) modified some CLF articles, aiming to balance gender representation in corporate
bodies of listed companies. The law requires companies to introduce “gender quotas”
in their by-laws, beginning from the first renewal taking place one year after the date of
entry into force of the law. The quota is 1/3 of the board and it finds application for 3
consecutive mandates.50
if this is requested by a majority of independent directors, unless the board may provide an explicit
justification for deciding otherwise.
49
Consequently, 11 companies would be non-compliant with the Code: our interpretation of the Code is,
however, debatable. 3 of these companies did not “adopt” the CG Code as a benchmark, and another firm
complied with it only partially. Moreover, 4 companies had any independent director (according to the
Code definition) while 3 had only one such independent director. Among the remaining 3 companies, 2
provided an explanation for their choice not to appoint a LID: one company justified this fact explaining that
the BoD “checked that there are not the necessary conditions required by the Code” and the other one
endowed each independent BoD member with the power to call a meeting of independent directors.
50
Art. 2 of the law no. 120/2011 foresee the quota of almost 1/5 for the first renewal.
3/2012
Figure 13
Listed companies have 2,728 directors51 (see Tab. 16). 2,546 of them are men, while
18252 are women (6.7% of the aggregate). 132 companies have at least one woman in
their BoD, that means – for the first time – more than half of the companies (up from
46% in 2010, 34% in 2006). 92 of them have one female director, 34 companies have
2, 3 companies have 3, two companies have 4 and one company 5 female directors.
Comparing gender representation now with that required by law no. 120/2011, only 27
companies have a BoD that already complies with the 1/5 “gender quota”; only 6
companies are already comply with 1/3 quota.
This law will have a deep impact on corporate bodies: should board size remain
unchanged, the number of additional women will be 469 at the first board renewal (to
comply with the 1/5 quota) and further 351 women at the second renewal (to comply
with the 1/3 quota). These numbers may create, at least temporarily, a significant
pressure on the job market; also because the quotas are defined as a percentage
rather than as an absolute number. Due to the “small” number of board members, the
legal quota (to be rounded to the upper unit) will produce an even higher female
representation: 24.6% (instead of 20%) at the first renewal and 37.5% (instead of
33.3%) afterwards.
51
This is the total number of directors; the number of natural persons holding a director position is lower,
since a person may hold positions in multiple listed companies. The same holds true also for statutory
auditors.
52
Two members of Supervisory Boards are included.
3/2012
Figure 14
A probably unwanted consequence will be a huge, forced turnover of male directors –
32% in the first three years. Should board size remain unchanged, 820 male directors
(out of 2528 today in charge) will not be confirmed.
Figure 15
Since the Italian voting system grants representation to relevant shareholders
(especially after slate voting was mandated for all listed firms) the introduction of
gender quotas will have far-reaching consequences, going far beyond the protection of
the less represented gender. Gender quotas, actually, follow mandatory minority board
3/2012
representation and a legal requirement to have a minimum number of independent
directors. The introduction of more and more constraints on board composition (i.e. to
the free choice of directors by shareholders) may give rise to new, previously
unforeseen problems.
The picture for statutory auditors is quite similar: listed companies have 786 statutory
auditors (see Tab. 16); 736 are men, 50 are women (6.4% of the total, slightly down
from the previous year); gender diversity has decreased for the first time after years of
slow, but continuous growth (6.7% in 2010, 3.6% in 2006). At least one woman sits in
the BoSA of 48 companies, i.e. 19% of the aggregate (was the 19.8% in 2010, 11.3%
in 2006). 2 companies (3 in 2010, none in 2006) have a majority of women in their
BoSA (2 women out of 3). The effects of law no.120/2011 on the composition of BoSA
will be the same as for the BoD, with the notable exception of the “transitional regime”
(providing a quota of 1/5) being substantially useless, due to the composition of the
BoSA (the BoSA has 3 members in 237 cases, i.e. 94% of the aggregate).
Only 48 (or respectively, 46) companies already comply with the future 1/5 (1/3)
“gender quota”. Should BoSA size remain unchanged, the number of additional women
will be 254 at the first board renewal and further 15 women at the second renewal; this
also implies a forced turnover of male statutory auditors (37% in the first three years).
Figure 16
3/2012
Should BoSA size remain unchanged, 269 male statutory auditors (out of 736 today in
charge) will not be reconfirmed: that means a forced 37% turnover in three years.
Contrary to what will happen to independent directors (usually, holding no other
position in subsidiaries), it is possible that statutory auditors will not be completely
ousted: they might continue to hold their office in one or more subsidiaries.
Figure 17
3.3. Assessment of the Directors’ and Statutory Auditors’ Independence
The Code recommends that: a) the BoD periodically assess directors’ independence,
“having regard more to the contents than to the form” and making reference to 8 criteria
proposed by the Code (which are not binding); b) the Board of Statutory Auditors check
the correct application of the assessment criteria by the Board; c) Statutory Auditors
shall be chosen “among people who may be qualified as independent also on the basis
of the criteria provided by the Code (…) with reference to the directors”; d) the Board of
Statutory Auditors check the compliance of its own members with the above mentioned
criteria.
As in previous years, we searched for situations referable to Code criteria53.
53
The results of our investigation should not be considered an evaluation of the “true” independence of
directors and statutory auditors (the Code clearly defined such criteria as not binding) but only a test aimed
to identify some situations seemingly relevant according to the Code criteria, in order to highlight the
3/2012
a) Directors’ Independence
The Corporate Governance Committee recommended (in a communication issued on 3
March 2010) to disclose: a) if they adopted, and with which motivation, different
parameters of independence from those recommended by the Code, also with
reference to single directors; b) qualitative and/or quantitative criteria possibly used to
evaluate the significance of the relations under examination.
The recommendation refers to the press release reporting the result of the evaluation,
not to the CG Reports. With this caveat in mind, it is possible to see (see Tab. 13) that
26 companies (i.e. 10% of the aggregate, as in 2010) explicitly stated their intention not
to apply one or more assessment criteria proposed by the Code. Such companies
usually chose not to apply the criterion concerning the so-called 9-year rule (stating that
a director who has been in charge for more than nine years might not be considered
independent; this is true in 25 cases); seven companies chose not to apply the criterion
concerning directors holding positions in subsidiaries; the criteria concerning crossdirectorships, additional remuneration and the network of external auditing firms were
not applied in six cases; one company chose not to apply the criterion referring to close
members of the family. The decision not to apply the 9-year rule is often explained with
building up of relevant experience (not to be lost prematurely) actually reinforcing the
role of independent directors, or with an excessive automaticity of this criterion, which –
consequently – is considered not binding by the company.
The adoption of predetermined qualitative and/or quantitative criteria (for the evaluation
of the independence) is disclosed quite rarely: this happens in only 8 cases (4 FTSE
Mib and 4 Small cap, up from 6 in 2010). It is reasonable to assume that most
companies would like to evaluate each situation on a case-by-case basis (under a
substantial approach, which might deviate from abstract and predetermined criteria).
A different case is represented by firms that “adopted” the Code as a benchmark and
positively assessed one or more directors as independent according to the general
Code principle to have regard more to the contents than to the form (see criterion
3.C.1. of the CG Code) 54.
evolution of the such situations over time, and to identify possible differences in the application of those
parameters by single companies.
54
Actually, it is possible that the board qualifies as positively independent – in substantial terms - a director
who, according to a “mechanical” application of a criterion would be classified as non independent. In this
sense, it seems only normal that the criterion with which companies are more frequently non-compliant is
the most “mechanical” one, i.e. the 9-year rule.
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On the other hand, 7 companies – were 6 in 2010, 4 in 2009 - have adopted additional
criteria which are more rigorous, in terms of extension of the situations "at risk",
additional qualifications or the absence of conflicts of interest related to pending
litigations.
The assessment of the directors’ independence, at least in situations of best practice, is
more mature and less based on a check-the-box application of the Code criteria; this
seems consistent with both the letter and the spirit of the CG Code.
Our analysis (see Tab. 17) considered the following situations:
a) People holding important positions in other companies of the same group55: e.g.
Chairman or CEO in subsidiaries (12 cases, up from 6 in 2010, 9 in 2009), in
companies controlling the issuer (no case, as in 2010 and 2009) or in companies under
common control with the issuer (2 cases; up from 1 case both in 2010 and 2009);
b) Members of an executive committee, when it is likely to entail the systematic
involvement in the day-to-day management of the issuer56: no independent director
belongs to the executive committee of a company having no managing director (down
from 2 in 2010, 7 in 2009); moreover, 2 independent directors are part of an executive
committees meeting with high frequency (i.e. more frequently than the BoD;) (down
from 5 in 2010, 6 in 2009);
c) Chairmen qualified as independent directors (even though they are “significant
representatives” according the Code57). 17 companies (14 in 2010, 12 in 2009)
qualified their Chairman as non-executive and independent58;
d) Beneficiaries of incentive plans linked to company performance (including stock
option plans). Only 1 independent director (down from 5 in 2010, 8 in 2009) are
beneficiaries of stock option plans;
55
Being a “significant representative” in a subsidiary of the issuer does not imply, per se, a violation of the
assessment criterion (albeit such a criterion is not mandatory) suggested by the new Code, since only
subsidiaries having “strategic relevance” should be considered to this purpose.
56
The Code considers as executive (thereby, by definition, not independent) the members of the company
executive committee “when no managing director is appointed or when the participation in the executive
committee, taking into account the frequency of the meetings and the scope of the relevant resolutions,
entails, as a matter of fact, the systematic involvement of its members in the day-to-day management of
the issuer”.
57
The president of the entity, the legal representative, the chairman of the BoD, the executive directors
and the executives with strategic responsibilities of the relevant company or entity, must be considered as
“significant representatives”.
58
Plus the Chairmen of the Supervisory Board in 4 two-tier companies.
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e) Directors receiving a remuneration “significantly” higher than the average nonexecutive director59. Every benchmark is inherently open to question. Our analysis
identified 63 independent directors that receive a compensation: i) at least twice as
high as the average compensation of other non-executive directors; ii) at the same
time, not related to membership in Board Committees recommended by the Code; this
number is much higher than in previous years (40 in 2010, 35 in 2009).
An in-depth analysis was performed on this phenomenon: first of all, among the 63
directors “at risk”, 6 have been recently appointed, 3 were classified as independent in
2010 but their compensation was not available; among the remaining 53 directors, 28
had a high compensation also in 2010. The other 25 directors are qualified “at risk” for
the first time in 2011: 13 received an important remuneration increase in 2011 (the
average increase is about 30%; compensation was sometimes “low” in 2010 because
some directors were appointed during the year). The reason of the last 12 cases is
growing transparency, also due to Consob Communication no. DEM/11012984 of the
24 February 2011, which allows to identify more precisely the basis-compensation of
non-executive directors and, consequently, to discover situations which were previously
not classified “at risk”60.
f)
Cross-directorships with executive directors; 1 director (down from 4 in 2010 and
2009) is involved in such situations61 62;
59
Such cases are typically explained by the payment of additional remuneration for chairman or deputychairman positions held in the issuer or in subsidiaries (this is not, however, the case of a controlling
company or of companies under common control, since the information available in financial statements
only concerns the “lower” branches of the group structure) and/or by the participation to an “active”
executive committee.
60
A concrete example may clarify this point: 4 independent directors are appearing now as “at risk” for the
first time due to their “high” compensation (even if their compensation is the same as in 2010). This
apparent nonsense may be explained with the fact that, after the Conosb Communication, the definition of
“compensation for the office” is now divided in 2 different definitions: “compensation for the position in the
issuer” and “compensation for the positions held in subsidiaries”. On this basis it is now, for the first time,
possible to use only the first definition to calculate the basis-compensation of non-executive directors.
61
According to art. 3.C.1 of the Code, this is a situation where a director of the issuer “is vested with the
executive director office in another company in which an executive director of the issuer holds the office of
director”. In our investigation, “significant representatives” (included the chairman) of the companies
involved have been conventionally considered as “executive”. The cross directorship that has been found
was evaluate in the CG Report, with a substantial approach , as non significant.
62
The 2011 Code recommends (art. 2.C.5) that the Chief Executive Officer of issuer (A) shall not be
appointed director of another issuer (B) not belonging to the same corporate group, in the event that the
Chief Executive Officer of issuer (B) is a director of issuer (A). As better explained in the comment to art. 2:
“such circumstances may cause potential conflicts of interests; however, it is not possible to exclude that,
depending on the circumstances, sometimes they may be justified”. But find out this kind of situations is
very difficult, because there is no clear definition about the meaning of “CEO” and “group”. However, no
critical cases have been found. But we made a further analysis on this point: a) we used the foreseen
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g) “Possible family ties” (independent directors with the same family name as
executive directors and/or controlling shareholders). Such situations, once extremely
rare, have disappeared entirely;
People who were in charge 9 years ago63, on the basis of the Consob database.
The number of independent directors who were in charge 9 years ago is quite high
(139 directors, 16 in a single company). This number is increasing for the first time in
2010 (115 in 2010, 92 in 2009, 106 in 2008, 138 in 2007, 177 in 2006).
h)
The last phenomenon is apparently due to various factors: a) a relevant number of
issuers chose explicitly not to comply with this Code criterion (32 independent directors
“at risk” belong to these companies; up from 27 in 2010, 44 in 2009); b) a longer time
series in the Consob database; c) some independent directors “newly at risk” have
been appointed for the first time after the CG Code entered into force, and precisely to
comply with the recommendation concerning independent directors.
The situations “at risk” are generally more frequent in the financial sector.
Many situations “at risk” have substantially disappeared; the only two notable
exceptions are: a) people receiving a “significantly” higher remuneration than other
non-executive directors (usually for positions held in subsidiaries) and b) people who
have been in charge for more than 9 years. This is apparently due, in the former case,
to more transparency and, in the latter case, to the particular “quality” of independent
directors (appointed after the compliance with the Code).
definition of CEO; b) we defined as subsidiaries all the companies that are controlled at least for 30%. The
result was a very low number of “at risk” situations (4): at least 3 cases are not concerned by the 2011
Code; the last case is a borderline one (it depends on the future disclosure on the CEO role and on the
definition of “group”).
63
The 9 year rule refers to being a “director of the issuer for more than nine years in the last twelve years”.
To keep the analysis simple, we limited our investigation to cases where the director was in charge nine
years ago. This implies skipping a precise check of the time in office; consequently, a few classification
errors may occur. We considered also occasional cases where a person shifted from the office of statutory
auditor to that of director (and vice versa).
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Figure 18
The numbers reported are not additive, since a single person may be involved in more
situations at risk (i.e. a director may be a member of an active executive committee,
and at the same time be the Chairman of a subsidiary and receive, therefore, a “high”
remuneration).
The independent directors that do not fall in any of the mentioned situations are 846 out
of 1,044 (i.e. 81% of the aggregate, down from 85% in 2009). This decrease is clearly
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connected with the phenomena previously mentioned. The average number of
situations “at risk” for a single director is stable (1.11; 1.16 in 2010).
Figure 19
In non-financial companies the percentage of independent directors who do not fall in
any “particular” situation (traditionally very high, around 90%) is now slightly
decreasing. This percentage was traditionally smaller in financial companies (48% in
2006, versus 85% in non-financial firms); however, the gap has reduced remarkably
over time (in financial firms independent directors who do not fall in any “particular”
situation are now 68% versus 84% in non-financial firms).
This improvement seems to be associated both to increasing transparency and to an
enhanced sensibility of the companies toward the situations considered by the Code.
This phenomenon refers, at least partially, to the re-classification of a certain number of
directors in “particular” situations and it is also coherent with the evolution of board
composition in financial companies (where the average weight of executive directors
increased from 17% in 2007 to 28% in 2011, while that of independent directors
decreased drastically - from 51% in 2007 to 31% in 2011, see Tab. 13).
b) Statutory Auditors’ Independence
In 189 cases, i.e. 75% of the aggregate (up from 72% in 2010), the company states
that the Board of Statutory Auditors has assessed its own members’ independence
(see Tab. 18).
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With regard to statutory auditors (see Tab. 16), we focused on a narrower range of
“particular” situations, because only some of the assessment criteria suggested for
independent directors fit statutory auditors64:
a) People who receive a total compensation which is significantly higher than that
coming from the office of statutory auditors for the issuer (74 statutory auditors, 75 in
2010)65. It is to underline that the compensation of statutory auditors is less complex;
consequently, controlling situations “at risk” is easier: therefore, unsurprisingly, the
number of statutory auditors “at risk” due to “high” compensation remains stable. It is
also to mention that statutory auditors fall in this situation more often than independent
directors: this happens for 9.4% of statutory auditors and only for 6% of independent
directors.
b) People who were already in charge nine years ago (136 statutory auditors, 129 in
2010, 113 in 2009 and 136 in 2008)66. The number is growing, after years of decrease.
15 statutory auditors (i.e. 12% of the aggregate) belong to companies which stated
their intention not to apply such criterion. It is also more frequent for a statutory auditor
than for an independent director to be “at risk” because he/she has been in charge for
more than 9 years (this happens for 17.3% of statutory auditors and only for 13.3% of
independent directors).
Also for statutory auditors the reported numbers are not additive, since a single person
may be involved in more than one “particular” situation. The statutory auditors that do
not fall in any of the mentioned situations are 604 (i.e. 77% of the aggregate, down
from 81% in 2010). The percentage of statutory auditors (77% in 2011) is lower than
the percentage of independent directors who are not “at risk” (81%), even though
independent directors have been checked against a higher number of control criteria.
64
Quite obviously, statutory auditors cannot be members of an executive committee; on the other hand,
family ties between statutory auditors and directors, or the attribution of director offices in companies
controlling the issuer, subsidiaries of the issuer or companies under common control with the issuer are
forbidden by art. 148 CLF. Even the participation to incentive plans seems to be banned, since it would not
be consistent with the control role of statutory auditors (it may, however, affect members of “controlling
bodies” in one-tier and two-tier companies, whose duties are not limited to a mere control function).
65
They are - typically – people holding multiple statutory auditor offices in subsidiaries of the issuer. 4
(were 6 in 2010) companies have a BoSA entirely made up of people receiving additional “significant”
remuneration.
66
See the methodological issues commented upon with regard to independent directors. 11 companies
(up from 6 in 2010) have a BoSA made up entirely of statutory auditors who have been in charge for more
than nine years.
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Figure 20
As with independent directors, the percentage of statutory auditors that do not fall in
any “particular” situation was traditionally higher (albeit lower than for independent
directors) in non-financial firms. Financial companies started from a much lower value
(56%, versus 77% in non-financial companies, in 2006), but the gap has now reduced
considerably (67%, versus 78% in non-financial companies, in 2011).
3.4. Nomination Committee
The establishment of a nomination committee is neither mandatory nor explicitly
recommended by the 2006 Code as a general solution67. CG Reports often disclose
information on this point (see Tab. 20). A nomination committee has been established
by 43 companies, i.e. 16% of the aggregate (as in 2010). When established, it is often
unified with the remuneration committee (49% of the cases).
The composition of the Nomination Committee is now always available: this result is
associated with the coming into effect of art. 123-bis CLF (until 2009 information in a
handful of cases was not complete). The committee is almost always composed
entirely of non-executive directors (only 5 companies – 3 banks and 2 non-financial
companies – have executives in the committee), a majority of whom is independent
67
Principle 6.P.2 recommends that the Board evaluate “whether” to establish this committee, which is not
recommended on a “comply or explain” basis.
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(one company has 3 independent directors in a 7-member Committee, while 3
companies have no independent director in the Committee).
In 22 cases (51% of the aggregate) listed companies provide information about the
frequency of the committee meetings: on average 2.1 meetings per year (up from 1.6 in
2010); meeting frequency is higher in the financial sector (4.4 meetings, versus 0.8 in
other industries) and in large companies (4.3 in FTSE Mib, 1.3 in Mid Cap, 0.8 in Small
Cap firms).
3.5. Slate voting
The 2010 analysis included an investigation on the functioning of slate voting in Italy.
Slate voting is a technical mechanism, which aims to guarantee that minority
shareholders may appoint one or more representatives to the corporate bodies of listed
firms. This voting method has received particular attention in Italy, where recent
reforms produced a regulatory regime which appears unique in the international arena68
The election of corporate bodies usually takes place according to a single-winner voting
method, with only a quota reserved for minorities: according to this system, the slate
which received the highest number of votes takes all but a pre-determined number of
seats69 (set out in the by-laws), which are left for candidates taken from minority slates.
Some (mostly financial) companies adopt, however, a “proportional” multi-winner voting
method, which doesn’t foresee a majority premium: Consequently, a slate receiving
only a “relative majority” vote may well elect less than 50% of board members.70
The appointment of directors and statutory auditors usually takes place according to
the so-called “quotient” method, whereby the votes received by each slate are divided
by a sequence of whole numbers, from one up to the number of directors/statutory
auditors to be elected; there are also some mechanisms in place in order to guarantee
68
Slate voting was first introduced in Italy by Law 474/1994 on privatization of publicly-owned enterprises.
In 1998, art.148, para. 2, CLF required all the companies to include in their articles of association clauses
necessary to guarantee almost one minority effective statutory auditor in their BoSA. Finally, the
“Protection of Savings” Law extended slate voting to BoD elections. This decree also delegated Consob to
establish rules guaranteeing that minority shareholders may elect at least one statutory auditor (with the
new Title V-bis of the Regulation)
69
Art.147-ter, para.3, CLF provides a minimum quota of one seat for candidates taken from minority slates
which “have been neither presented nor voted” by shareholders “linked in any way, even indirectly” with
those who have presented or voted the majority slate. However, a number of companies have introduced
higher quotas (either voluntarily, or to comply with other pieces of legislation). Furthermore, if the company
adopted a “proportional” voting method, the number of candidates taken from minority slates may exceed
the quota set out in the by-laws.
70
A control blockholder may (also without any previous agreement) submit a slate with a number of
candidates which is not sufficient to obtain the majority of the BoD seats; consequently, the “minority slate”
may then get a majority of the BoD seats.
3/2012
that other legal or regulatory conditions are met (e.g. the presence of a sufficient
number of “independent” directors in the board). This mechanisms will need to change
to comply with law no. 120/2011: slate voting rules must be made compatible with
“gender quotas” set out by the law; this may not be an easy task. Compatibility seems
to be more hard to grant in companies without a control shareholder, particularly where
a proportional voting method is in place, since relevant shareholders may submit their
own slates without a previous consultation.
We investigated the following points:
a) On the basis of AGM Minutes, we identified companies where lists (or individual
candidates71) have been submitted by minority shareholders for the election of
corporate bodies, the necessary quorum, the shareholders who submitted the
lists and the outcome of the vote.
b) on the basis of Corporate Governance Reports, we analyzed the number of
minority representatives in the corporate bodies and the role of the minority
directors after their appointment72.
a) Presentation of multiple slates
In 2011 we found 77 AGM Minutes73 reporting the appointment of the BoD (or of the SB
in two-tier companies: see Tab. 21). The number of AGM Minutes is the same as in
2008 (72), but lower than in the last two years (90 in 2010, 92 in 2009). In fact, almost
all companies appoint their corporate bodies for a 3-year mandate: a one-year mandate
is quite rare (however, a renewal may take place before 3 years in case of mergers or
acquisitions); another infrequent solution (4 cases) is the adoption of a staggered board
with a renewal of 1/3 of the BoD every year.74
71
Sometimes the slates are not submitted in advance (within a term which is defined usually in the bylaws) but directly at the AGM.
72
The CG Reports refer to the corporate bodies in charge in 2010; directors and statutory auditors
resulting from AGM Minutes may not appear in the CG Reports (e.g. in case they have resigned; or if they
have been appointed after 31 December 2010). For this reasons we analyzed AGM Minutes and CG
Reports separately.
73
Those are AGM of 2011 (except some rare cases where the fiscal year doesn’t concur with the calendar
one) of companies that were still listed till 31 March 2011.The data are compared with those of the
previous year (with the necessary editing; the analysis of the previous year compared 2008, 2009 and
2010 data). Last year we focused on elections made up with the slate voting system, in particular on the
elections of the whole board (or at least 1/3 of the board in case of a staggered board system): last year
we didn’t count the substitution or confirm of single co-opted directors, which normally require the relative
majority or, however, produce results that are difficult to compare with those of “general” elections.
74
Those are the only cases of staggered board (for all or a part of the BoD) related to the comment on art.
2 of the 2011 Code.
3/2012
In 2011 we found also 78 AGM Minutes reporting the appointment of the BoSA (see
Tab. 22). Also here the number of BoSA elections varies over time. Overlooking this
particular dynamic of board renewals over time might induce serious interpretation
errors.
Figure 21
The submission of “minority slates” is signaled by the existence of multiple lists of
candidates (i.e. No. lists 2).
The submission of “minority slates” varies over time, between 37 and 49% of the
aggregate, both for directors75 (37 companies out of 79 in 2011) and statutory auditors
(37 companies out of 76) (see Tab. 21 and 22). Slate voting is a relevant phenomenon
in the Italian market, even though minority shareholders took the opportunity to submit
a slate in less than half of the cases. The submission of minority slates seems to be
slightly increasing for the appointment of directors (49% in 2011, 43% in 2008) and
stable for the appointment of statutory auditors (47% in 2011, 49% in 2008).
The submission of minority slates for the appointment of directors (see Tab. 21) is more
frequent in large companies: in 2011 it took place in 67% of FTSE Mib, 50% of Mid cap
and 41% of Small cap companies. Data are quite similar also for the statutory auditors.
75
The number of the companies where have been submitted slates for the appointment of directors (76) is
lower than the number of available AGM Minutes (77): in one case, the shareholders’ meeting adopted the
resolution about the liquidation of the company and appointed a liquidator. The same shareholders’
meeting appointed also the BoSA with the slate voting (2 slates were submitted).
3/2012
Figure 22
In 2011 the submission of minority slates is slightly less frequent for financial firms
(44% of cases; 49% for other companies); however, data are variable over time. The
submission of multiple slates for the appointment of statutory auditors is more frequent
in financial firms (57% of cases against 46% in other industries).
The submission of multiple slates is very frequent in publicly-owned companies76 (91%
for directors’ appointment in 2011, as in 2008); the frequency is lower in family firms
(36% of cases, up from 33% in 2008). The data are almost the same for the BoSA.
76
The definition refers to a qualification based on the existence of one control shareholder (with at least
the 30% of voting rights) and on his identity. We identified: a) family companies, b) publicly-owned
companies (controlled by State or other public authority); c) other ownership structures (e.g. companies
controlled by financial firms; widely held companies, where is no shareholder with more than a 10% of the
capital; other companies, where alternatively one or more shareholders have more than the 10% of the
capital but they are not exercising the control or where an another company – where the shareholders
have a low participation, which is not enough for the control - exercise the control). In figures and tables
are reported only the values of family and publicly-owned companies.
3/2012
Figure 23
b) Quorum for the presentation
The average quorum for the submission of slates for the BoD (in companies with a
renewal in 2011) is 2.36%, slightly higher than in the previous year and also than in
2008. The quorum required to present a list of candidates to corporate bodies is set out
in art. 144-quater, Regulation on Issuers, on the basis of the capitalization of the firm.
The by-laws often refer explicitly to the thresholds set out in Consob regulation. For this
reason, a change in market capitalization due to fluctuations in Stock Exchange prices
can produce a change of the quorum (which is inversely related to market prices).
For the same reasons the average quorum changes with firm size (1.27% in FTSE Mib,
1.81% in Mid cap and 2.97% in Small cap companies); the quorum is lower among
financial firms (1.22%, i.e. less than half the value in other industries: 2.51%), due to
the larger size of banks and insurance companies.
3/2012
Figure 24
The quorum is lower in publicly-owned companies (1.55% in 2011) and slightly higher
than the average quorum among family firms (2.63%). These data are also influenced
by firm size.
The frequency of the submission of slates depends on the ownership structure
(particularly on the existence of minority shareholders holding a relevant stake77) and
on the decision of such shareholders to “become active”, i.e. to submit their candidates
without a previous consultation with majority shareholders (i.e., without a submission of
a unique slate). Such a decision cannot be taken for granted: actually, it depends on a
cost-benefit analysis.
A lower quorum in the by-laws seems to make easier the submission of minority slates.
Companies where have been submitted more slates have a lower average quorum
(2.16% versus a general average of 2.36%). However, even where no minority slate
has been submitted, the quorum is not so high as to explain the absence of “active”
minority shareholders.
This is confirmed also by the analysis on shareholders in companies where multiple
slates have (or have not) been submitted (see Tab. 23). First of all, companies where
no shareholder holds the stake required to submit a minority slate are quite rare: in
2011, this happened only in 11 cases (i.e. 15% of the aggregate) for the appointment of
directors and in 9 cases (i.e. 12% of the aggregate) for statutory auditors. Data were
77
In the 2010 analysis we underlined that all the companies have introduced (as allowed by art. 147-ter,
para. 1 CLF) in the by-laws a minimal voting quorum for minority slates for the appointment of the BoD, in
order to guarantee that minority candidates are appointed only if they get a minimum consensus.
3/2012
similar in previous years. Furthermore, where no shareholder holds the quorum, it
doesn’t appear particularly difficult or expensive to reach the minimum stake allowing to
submit a slate. The absence of minority slates seems to be linked more to a low
interest for this opportunity (rational apathy) than to a too high quorum level.
Focusing on companies that have a relevant shareholder (who holds a sufficient stake
to submit an alternative slate for the BoD), we may see that in 2011 these shareholders
preferred not to use this opportunity in 45% of cases.
Our data may even underestimate investors’ lack of interest for slate voting. Even
where no single shareholder holds the necessary quorum, investors might still: a) form
a coalition with other investors in order to reach the quorum and present an alternative
slate78; b) exploit (for BoSA elections) the opportunity offered by art. 144-sexies, para. 5
of the Consob Regulation concerning issuers, providing that, if only one list has been
submitted, further lists may be submitted up to the fifth working day after the original
expiry date, and the thresholds established in the articles of association shall be
halved79.
The results for the BoSA appointment are the same as for the BoD (see Tab. 21 and
22). First of all, the quorum in the by-laws is almost the same (2.36% for directors,
2.26% for statutory auditors in 2011). Also here the quorum is lower in companies
where multiple slates have been actually submitted: it is 2.03% (versus a general
average of 2.26%) and it varies with size and industry.
78
This is not only a textbook example. Individual Italian mutual funds rarely possess a sufficient number of
shares; however, they have been able to form a coalition in a number of cases in order to reach the
necessary quorum. Also in 2011 we found 2 cases (see Tab. 23) where, although no single investor held
the necessary (2% or respectively 1%) stake, a number of shareholders formed a coalition and were able
to submit a slate of candidates to the BoD (or BoSA).
79
This is not a textbook case, either. As in the past we found a company (see Tab. 23) where, although no
minority shareholder held the (2%) required stake, a slate for the BoSA election was presented by an
investor holding a 1,72% stake, who took the opportunity offered by the “quorum halving” rule.
3/2012
Figure 25
The quorum for the submission of a slate for the appointment of statutory auditors may,
actually be lower than the threshold set out in the by-laws, since art. 144-sexies para. 5
of the Consob Regulation concerning Issuers provides that, if only one slate has been
submitted, the thresholds “eventually established in the articles of association” shall be
halved. In spite of this different regime, the frequency of minority slates is almost the
same in both cases (47% for statutory auditors, 49% for directors, in 2011). Some
doubt may therefore arise about the opportunity of this rule, which is complex but
apparently ineffective in favoring “activism”; furthermore, as already noted, cases
where no shareholder holds a sufficient stake to submit a minority slate are extremely
rare: in 2011 this happened in 9 cases (i.e. 12% of the aggregate) for the appointment
of statutory auditors (against 15% for the appointment of the BoD). The data are similar
to those for previous years.
Focusing on companies that have a relevant shareholder (who holds a sufficient stake
to submit an alternative slate for the BoD), we may see that in 2011 these shareholders
preferred not to use this opportunity in 48% of cases (see Tab. 23).
The average number of the slates submitted in 2011 is 1.59 for the appointment of
directors (slightly higher than in previous years) and 1.54 for statutory auditors (up from
previous year, but almost the same as in 2008).
Where multiple slates have been submitted for the appointment of the corporate
bodies, their total number is usually 2 (in 2011 this happened in 29 cases out of 37, i.e.
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78% of the aggregate for BoD80, and in 34 firms out of 37, i.e. 89% of the aggregate, for
BoSA elections81). Since detailed information about the ownership structure of listed
firms is publicly available, the mechanism set out in the articles of the association
influences the number of slates submitted: shareholders rationally try to avoid
transactions costs where an alternative list would have a low probability of success.
Figure 26
c) Who presented the slates
The slates are submitted almost always by shareholders. Only in three companies
(cooperatives) one slate of candidates to the BoD (or SB) was presented by the
outgoing Board. The picture is quite similar for BoSA elections: only in one cooperative
company one slate was presented by the incumbent Board of Directors82. In all these
cases, the slate submitted by the BoD always resulted first in terms of votes received.
Minority shareholders who submitted a list may be classified as follows: a) Many
individual shareholders; b) State and other publicly-owned entities; c) Foundation (they
are almost always “bank holding” foundations); d) Private equity and other funds acting
independently (i.e. not in concert with other similar funds); e) Italian mutual funds,
80
3 slates were presented in 8 firms; in the past we found 2 cases with 4 slates, one case with 5 slates
and one with 6 slates
81
In 3 cases there were 3 slates.
82
In one another company the BoD submitted in 2008 a slate for the appointment of statutory auditors.
This has not happened in 2011.
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acting under the lead of Assogestioni83; f) Financial institution (bank or insurance
company); g) Industrial partners (primary firms, Italian or foreign, operating in the same
industry as the listed company); h) Family members of the control blockholder, possibly
acting in concert with other shareholders; i) Private shareholders (a residual category).
The analysis of the previous year showed that almost one-half of the “minority” slates
for the election of directors were presented by private shareholders and that the
number of slates submitted by funds acting under the lead of Assogestioni, although
politically important, was quite low. This is true also in 2011: we counted 8 slates by
Assogestioni for the appointment of directors and 7 for statutory auditors, always in
FTSE Mib companies.
These results are probably driven by the typical composition of mutual funds’ portfolios,
oriented to invest in large companies for a number of reasons (higher liquidity,
compliance with regulatory benchmarks, availability of derivatives for hedging
purposes, etc). Target firms are mostly (6 cases out of 8 for directors and 3 out of 6 for
statutory auditors) “privatized” firms, characterized by a regulatory regime particularly
favourable to minority board representation.
d) Majority and minority slates
Slates may be qualified alternatively as “majority” or “minority”, according to the number
of votes they received at the AGM. In 2011 121 slates have been submitted (in 78
companies) for the elections of directors and 118 (in 78 companies) for the election of
statutory auditors. 45 lists of candidates to the BoD and 40 lists of candidates to the
BoSA (see Tab. 24 and 25) could be qualified as minority slates.
The number of candidates in each slate seems to be determined strategically,
according to: a) the electoral mechanism (majority or proportional system); b) the
probability of appointing their candidates (which depends, in turn, on the number of
seats “reserved” to minorities); c) other eventual provisions set out in the by-laws (for
example the articles of the association may require that lists are made up of a number
of candidates equal to the total number of seats, not only to the seats “reserved” to
minority candidates).
“Minority slates” are made up of a lower number of candidates than “majority” slates
(on average 3.6 versus 9.3 BoD candidates and 1.4 versus 2.8 BoSa candidates). 43%
of minority candidates are actually elected directors (and 68% are elected statutory
auditors); majority slates elect 96% of candidate directors and 91% of candidate
83
These cases are explicitly identified as such also on the Assogestioni website, in the “Rules and
governance” section.
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statutory auditors. The probability for an individual minority candidate to be appointed
depends, quite obviously, on the electoral system, on the votes obtained by each slate
and on the quotient mechanism and position of the candidate on the slate.
The ranking of the slates, according to the capital held by the shareholders who
submitted the list, and to the number of received votes do usually coincide. In a small
number of cases, however, the ranking may change. This may happen for two basic
reasons: a) the shareholders submitting a list presented a certification accounting only
for a fraction of the capital they actually held; b) the list was voted also by other
investors (not necessarily related to those who submitted the slate).
Both majority and minority slates did actually often receive more votes in the AGM than
those held by shareholders who submitted those slates. This is particularly evident for
majority lists: in 2011 the slates for the election of the BoD had been presented by
shareholders holding on average 45.1% of equity capital; however, they were voted by
58% of the capital (+12,9%). These data are slightly higher in comparison to previous
years (10.3% in 2010, 11% in 2008).
In 2011 the same phenomenon takes place also for minority slates: in the case of BoD
(BoSA) elections, they had been presented by shareholders holding on average 6.1%
of equity capital; however, they were voted by 12.9 of the capital (+6.8%; up from
+1.8% in 2010 and +2.8% in 2008). This increase is probably due to the application of
the Directive no. 2007/36/EC on “Shareholders’ rights” into the Italian law; for example,
the directive introduced the so-called record date system for participation and vote in
the AGM84. This system, allows investors not to “block” their shares till the date of the
shareholders’ meeting; consequently, institutional investors may exercise the right to
vote without any restriction on the liquidity and/or the composition of their trading
portfolio.
84
Art. 83-sexies CLF requires that “the legitimate attendance of shareholders' meetings and the exercise
of voting rights is confirmed by a statement to the issuer from the intermediary (…) on behalf of the person
with the right to vote”. By Italian listed companies “the statement envisaged in subsection 1 shall be issued
by the intermediary on the basis of balances recorded at the end of the seventh trading day prior to the
date of the shareholders’ meeting on first or single call. Credit and debit records entered on accounts after
this deadline shall not be considered for the purpose of legitimising the exercise of voting rights at the
shareholders’ meeting”.
3/2012
Figure 27
Figure 28
In large firms (see Tab. 26 and 27), minority slates are filed by shareholders holding a
much lower stake (3.3% of equity capital in FTSE Mib BoD elections, 5% in Mid Cap,
and 8.3% in Small Cap firms); however, they are voted by investors representing a
substantially higher stake of capital. This phenomenon increased clearly in 2011: from
+5.7% in 2008 to +12.8% in 2011 in the FTSE Mib. The increase is not so evident,
however, in smaller companies: from 2% of 2008 to 5.3% in 2011 in Mid cap and from
1% in 2008 to 1.7% in 2011 in Small cap firms. If the increase in “activism” is
associated with the introduction of the record date system, it is also evident that the
effectiveness of this system varies with company characteristics.
3/2012
Figure 29
In the financial sector minority slates are filed by shareholders holding, on average, a
1.7% equity stake (6.7% in non-financial companies); they get additional votes at the
AGM (+ 5.2%, reaching a total 6.9% stake in financial firms; versus a +6.3%, reaching
a 13% stake, in non-financial firms). The results for BoSA elections are quite similar.
Particularly interesting are the data in connection to the ownership structure. In family
firms the minority slates for the appointment of directors are submitted by shareholders
with a significant stake (on average, 7.9% of the capital); the number of additional votes
is low (+1.4%, up to +9.3% of the aggregate). The data are basically the same as in
2008. On the contrary, in publicly-owned companies minority slates are submitted by
shareholders with a lower stake (on average, 4.4% of the capital); however, the number
of additional votes is much higher (+10.2%, up to +14.6% of the aggregate) and also
higher than in 2008 (when the minority slates, submitted by 5.1% of the capital,
collected an additional 2.6%, 7.7% altogether). The data for the BoSA are almost the
same.
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Figure 30
Figure 31
These results are apparently linked to Assogestioni slates getting more support by
Italian and foreign institutional investors. In 2011 Assogestioni submitted 8 (for
directors) and 6 (for statutory auditors) slates (see Tab. 21 and 22), predominantly in
“privatized” and larger companies (all FTSE Mib): such slates were submitted with
1.7% of the capital (on average); however, they collected votes amounting to the 18.9%
(+17.2%) of the capital for the appointment of directors (for statutory auditors, the
Assogestioni slates were submitted with 1.6% of the capital, but collected votes from
20.1% of the capital). In the most successful case, the slate (for the appointment of
directors) presented by shareholders holding 2.2% of the capital, but collected votes
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from 28.8% of the capital (+26.6%); simultaneously the BoSA was also appointed, with
a similar outcome.
The number of companies where Assogestioni submitted a slate is substantially stable:
slates for the election of directors were presented in two companies more than in
200885; the number of slates submitted for the election of statutory auditors is exactly
the same as in 2008, although the legal environment is much more friendly for active
investors. This result confirms that activism requires an organizational effort and
meaningful costs.
Figure 32
Finally, 2011 data show a moderate increase of companies characterized by activism
for the election of directors: minority slates have been submitted in 37 companies (up
from 31 in 2008). However, the same phenomenon doesn’t occur for the election of
statutory auditors: companies with minority slates have decreased from 38 to 37 (see
Tab. 26 and 27). The number of slates submitted by Assogestioni is the same as
before, but the percentage of the capital that supported those slates has increased a
lot. This led to a different voting outcome: the total number of minority directors has
increased slightly (from 60 in 2008 to 67 in 2011); however, the number of Assogestioni
candidates actually appointed has almost doubled, from 14 to 24. Consequently, they
85
The net settlement (+2) is due to 3 companies more and 1 less. Moreover, one company is just
apparently more, because one slate of Assegestioni was submitted already in 2008, but it wasn’t analyzed
because the AGM Minute was not available.
3/2012
are now 36% of the total minority directors appointed in 2011 (up from 23% in 2008).
The 24 directors elected by Assogestioni are 83% of the total minority directors
appointed in FTSE Mib companies in 2011. The data for statutory auditors are similar:
Assogestioni appointed 7 candidates, i.e. 70% of the minority statutory auditors
appointed in 2011 in FTSE Mib companies.
Figure 33
e) The result of the vote
Minority slates are often successful: they elected at least one director in 82% of the
cases (the percentage is 92% for statutory auditors).
The average number of candidates elected from each “minority” slate is 1.52 for
directors and 0.95 for statutory auditors. This number depends, obviously, on the voting
mechanism adopted by the individual firm (multi-winner proportional system vs. singlewinner with quotas + size of the minority quota). Unsurprisingly, the number of directors
elected by minority slates depends on the size (2.1 minority directors in FTSE Mib
companies) and the ownership structure (1.9 in publicly-owned companies, against 1.3
in family firms) of the company. Unsurprisingly, since BoSA are almost always made up
of 3 members, the number of minority statutory auditors is almost always one.
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3.6. Number and role of minority representatives
The CG Reports disclose additional information about the number and role of the
representatives (directors and statutory auditors) appointed by minorities. We analyzed
the following themes:
a) Number of minority directors and statutory auditors
Firms with at least one minority representative are 93, i.e. 35% of the aggregate, plus 5
two-tier companies (out of 7; i.e. 71% of the aggregate). The global number (98) has
increased significantly: it was 88 (83+5) in 2010, 56 (52+4) in 2009.
The total number of minority directors at the end of 2010 is 18586, i.e. 1.8 directors per
company: they represent on average 18% of the board87. The number of minority
directors is growing (169 in 2010, 122 in 2009, 90 in 2006); at the same time their
average number (and their weight) per company is decreasing: (they were 2.3 in 2009,
3.9 in 2006, i.e. 31% of board seats). This can be explained with the fact that smaller
companies “forced” to introduce slate voting have, frequently, required the appointment
of one minority director (i.e. the legal minimum provided by the CLF).
The framework is basically the same for statutory auditors: 97 companies (i.e. 38% of
the aggregate; up from 96 in 2010, 79 in 2009; see Tab. 13, 14 and 18) have at least
one minority statutory auditor. The global number of minority statutory auditors is
increasing (from 64 in 2006 to 86 in 2009, to 99 in 2010 and 104 this year); their
average weight is, obviously, stable (1 out of 3)88
The number and weight of minority directors varying considerably with firm size (2.9
directors, i.e. 24% of the aggregate in FTSE Mib companies; 2, i.e. 15% of the board in
Mid caps and 1.3, i.e. 15% of the board in Small cap) and industry: financial firms have
on average 2.8 minority directors versus 1.7 in non-financial firms (18% of the
aggregate in both cases).
Number and weight of minority directors are higher in publicly-owned companies (3.2,
i.e. 29% of the aggregate). Their values are almost double than in other companies
86
These are 170 members of the BoD and 15 members of the SB. The increase of the members of the SB
(from 7 in 2010) is due to a single bank, with a fractionate shareholding, where more slates have been
submitted by relevant shareholders, who had presented one single slate in the past. The number of
“minority” directors in the SB changed from 1 to 9 (implying that minority representatives in SB increased
from 5% to 48%).
87
Minority directors are: 175 males and 10 females (as in 2010); 5 (out of 10) women have been drawn
from a slate presented by Assogestioni.
88
Minority statutory auditors are: 102 males and 2 females (as in 2010); no female statutory auditors has
been drawn from Assogestioni slates.
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(where minority directors are 1.5 on average, i.e. 14% of the aggregate). In fact, in
publicly-owned companies minority directors are more frequent (in 21 cases out of 24,
i.e. 87.5% of the aggregate; against 74 cases out of 238 in other companies, i.e. 31%
of the aggregate), and they have also a higher weight on the board than in other
companies. On this point it is easy to see the influence of law no. 474/1994, which set
out a minimum weight of minority directors (20%) in companies operating in industries
where a voting cap had been introduced.
Figure 34
No difference in weight is present (see Tab. 18) for statutory auditors, because of the
uniform structure of the BoSA (almost always 3 statutory auditors, 1 of whom may be
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appointed by minority shareholders). The small differences are due to a handful of
companies with a 5-member BoSA (1 or 2 seats may be left to minority shareholders).
b) The role of minority directors
Our analysis shows that not all minority directors may qualify as independent or even
as non-executive.
In CG Reports 185 directors are explicitly qualified as “drawn from a minority slate”
(see Tab. 28): 167 of them (90% of the aggregate) have been qualified as nonexecutive, and 18 (serving in 8 different firms89) as executive. Four of them have taken
the role of chairman of the board, two are CEOs, 6 are members of executive
committees. The increase seems to be caused, at least partially, to the re-qualification
of chairmen and directors that are members of executive committees.
Minority directors qualifying as independent according to the Code (CLF) definition are
slightly increasing in both number and percentage terms: in 2011 they are, respectively,
131 (i.e. 71% of the aggregate) and 140 (76%).
Figure 35
89
They were 6 in 2010. In one of these firms the control blockholder voluntarily presented a slate with a
number of candidates much lower than the number of board seats; consequently the majority of board
members (including the chairman and the managing director) were actually drawn from the “minority” list.
3/2012
c) Minority directors and the composition of board committees
The Internal Control Committee (ICC) and the Remuneration Committee (RC) have
been established by 90 (i.e. 92% of the aggregate) and 84 (i.e. 86% of the aggregate)
companies out of the 98 where minority shareholders appointed directors. These
percentage values are in line with the general average.
At least one minority director has been appointed to the ICC in 54% of the companies
(see Tab.29). This happens more frequently in large firms (73% of the cases, in FTSE
Mib, 48% in Mid Cap, 55% in Small Cap companies) and in publicly-owned companies
(76% of the aggregate). No particular difference does emerge across sectors.
Figure 36
3/2012
Figure 37
The picture is quite similar for the Remuneration Committee. At least one minority
director has been appointed to the RC in 57% of the companies (see Tab. 29) having
minority directors on the board which have established the RC. This happens more
frequently in large firms (68% of the cases, in FTSE Mib, 52% in Mid Cap, 50% in
Small Cap companies) and in publicly-owned firms (100% of the cases). There are
differences between financial and non-financial firms: minority directors are less often
members of the RC in financial companies (43% of the aggregate, versus 60% in other
firms).
The minority directors disclosed in CG Reports (185) are appointed to board
committees more frequently than the 951 directors drawn from majority slates. 70 of
them (i.e. 38% of the aggregate) are members of the ICC, while 61 (i.e. 33% of the
aggregate) are members of the RC. Therefore, even though minority representatives
are only 17% of the aggregate number of directors, they cover the 23% of the ICC and
the 21% of the RC seats.
Minority directors (particularly those appointed by Assogestioni90) are frequently
involved in committees; this happens, in particular, in larger and in non-financial firms.
Globally, the appointment of a minority director to a committee seems – correctly – to
be linked to his/her professional skills; it does not seem to be avoided a priori by the
companies.
90
Among the 185 minority directors mentioned in the CG Reports, 25 have been appointed by slates of
funds under the lead of Assogestioni. 12 of them are members of the ICC, 7 of the RC, 3 of both; only
three do not take part in any committee.
3/2012
3.7. Remuneration Committee
We analyzed the following points:
a) Establishment of a Remuneration Committee
A Remuneration Committee has been established in a wide majority of companies
(223, i.e. 85% of the aggregate: see Tab. 30), particularly in large firms (97% in FTSE
Mib, 95% in Mid cap, 80% in Small cap companies); the number of companies that
have established this committee is slowly, but steadily growing91.
Figure 38
91
32 companies disclose the reason why a remuneration committee has not been established: they may
range from the attribution of its functions to the general meeting (or to the BoD), to their small size, or their
small number of independent directors (insufficient to form a Committee), to their ownership structure or to
the exercise of the same function by another committee (CGC for one-tier companies) or by the equivalent
committee of the holding company. Art. 4.2.C. of the Code 2011 says that the creation of an ICC may be
avoided reserving the same functions to the whole BoD, but only at the following conditions: (i)
independent directors are at least half of the Board of Directors members; if the number of the Board
members is odd, a rounding down to the lower unit shall be carried out; (ii) adequate time is dedicated
during the Board meetings to actions that the Code requires the Committees to carry out, and this
circumstance is disclosed in the Corporate Governance Report; (iii) as far as the control and risk
committee is concerned, the issuer is neither controlled by another listed company nor it is subject to
direction and coordination. 9 companies (out of the 39 that have no RC) didn’t comply with the Code; from
the other 30 companies, only 8 would have a sufficient number of independent directors to respect the
condition (i).
3/2012
b) Duties of the Remuneration Committee
Companies disclose frequently information about the duties of the RC (see Tab. 30):
this happens in 72% of cases (up from 66% in 2010, 65% in 2009, 62% in 2008, 54% in
2007, 50% in 2006). Transparency on this point is higher among larger (89% in FTSE
Mib) and financial (84% of cases) companies.
Figure 39
c) Composition of the Remuneration Committee
The composition of the Remuneration Committee is always available. The number of its
members varies between 2 (in 9 cases; 7 in 2010, 15 in 2009) and 8 members (in a
large bank, followed by two more banks with a 7-member and other 11 companies with
a 5-member RC). The Remuneration Committee is usually made up of 3 members (this
happens in 187 companies, i.e. 84% of the aggregate).
The 2006 Code recommends that the committee be: a) made up entirely of nonexecutive directors; b) the majority of which are independent.
The former recommendation (Remuneration Committee made up of non-executive
directors) has been followed by 215 companies (96% of the aggregate; see Tab. 31);
this percentage is increasing over time (94% in 2010, 93% in 2009, 88% in 2008, 79%
in 2007, 67% in 2006). In 7 cases (down from 13 in 2010, 14 in 2009, 26 in 2008, 43 in
2007, 56 in 2006), the committee includes an executive director; 1 company (as in the
last two years) has appointed two executives to the RC.
3/2012
Figure 40
The latter recommendation (majority of independent directors) has been followed by
200 companies (90% of the aggregate, as in the last two years; up from 87% in 2008,
68% in 2007 and 2006); in 5 more cases, the committee is made up of one
independent and one non-executive director; in the remaining 18 cases, independent
directors are a minority92. In 72 cases (i.e. 32% of the aggregate; up from 25% in 2010),
the committee is made up only of independent directors93.
d) Frequency of the meetings of the Remuneration Committee
The information about the frequency of committee meetings is available almost always
(in 97% of the cases94, see Tab. 30). The average number of meetings varies with
industry (5.6 in financial, 2.4 in non-financial companies) and size (5.1 in FTSE Mib, 3.1
in Mid Cap, 1.9 in Small Cap firms), and is slightly increasing over time; this seems to
be associated with a more intense activity of committees in financial companies (the
average number of meetings is 5.6; up from 4 in 2010, 3.9 in 2009, 3.3 in 2008). The
number of meetings is extremely variable at the company lavel, ranging from 0 (in 16
companies95; down from 23 in 2010) to 21 meetings per year.
92
In 11 cases independent directors are a minority. 7 companies have a remuneration committee with no
independent directors.
93
Art. 6.P.3. of the Code recommend only independent directors for the composition of the RC.
Alternatively it is recommended a RC made up off only non-executive, more than a half of independent
directors, but one of the independent has to be the Chairman of the Committee.
94
In fact one company create a unique committee (RC+ICC) and discloses the total number of the
meetings.
95
In 5 companies there were no RC meetings also in the previous year.
3/2012
Figure 41
e) Attendance to meetings of the Remuneration Committee
Transparency on the attendance to committee meetings has increased (see Tab. 30
and Tab. 32). This holds true also for the Remuneration Committee. RC members are
700; information about their attendance to committee meetings is available in 600
cases96 ( i.e. 86% of the aggregate, up from 82% in 2010, 78% in 2009): 87% of them
(521 directors) have been always present; 97% of them attended at least half of the
meetings; low attendance is “extremely” rare97.
3.8. Directors’ Remuneration
We collected data about the amount and the structure of directors’ remuneration from
financial statements. As in the previous years, these data were subsequently
associated with the information available in the CG Reports.
Financial statements of Italian issuers include a detailed prospectus reporting director
remuneration, drawn up according to Annex 3C of the art. 78 and 79 of the Consob
Regulation on Issuers (which include “detailed tables disclosing information about the
remuneration and the ownership of managing and control bodies, general managers
96
Almost half (43 out of 100) directors for which no information is available, are actually members of
committees that never met during the year.
97
9 directors (in 9 companies) did not attend any meeting. One of these directors deceased shortly
afterwards.
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and managers with strategic responsibilities”). We focused on Model 198, reporting
compensation paid to BoD and BoSA members, according to the following
classification:
a) Remuneration for office held;
b) Non-monetary benefits;
c) Bonuses and other incentives;
d) Other remuneration.
Consob explains: “Under emoluments for the office state there are: (i) the emoluments
for the period resolved by the shareholders’ meeting, or pursuant to Article 2389, para.
2, Civil Code, even if not yet paid, (ii) any profit-sharing, (iii) attendance allowances,
and (iv) expense reimbursements. (…) The column non-monetary benefits shall show
the fringe benefits (…) including any insurance policy. The bonuses and other
incentives include the portions of remuneration paid on a one-off basis. The value of
the stock options assigned or exercised must never be included. The other
remuneration shall show (i) the emoluments for offices held in listed and unlisted
subsidiary companies, (ii) employee salaries (…), (iii) end of office indemnities, and (iv)
any other additional remuneration resulting from other services provided”99.
The variety of real world situations is so rich that the inclusion of some remuneration
components in a particular column is not always straightforward. Listed companies
often add footnotes to explain the nature (and frequently the amount) of each
component. However, single column data may be less comparable than total values;
we therefore focus mainly on the latter.
98
Model 1 does not disclose data on stock-based remuneration, which is reported in Model 2 (Stock-option
assigned to BoD members and to general managers) and Model 3 (Shares held by administrative and
control bodies’ members and by general managers). The stock-based component was investigated in
detail in 2009; the analysis was not repeated this year.
99
Consob recommended, in Communication no. DEM/11012984 of the 24 February 2011: a) to use the
whole Model 1, disclosing also on the components that were not given; b) to distinguish in the columns or
notes, the different components as “Emoluments for the office” and “Other compensations”, referring also
to the sub-items of the Model 1, to clarify the table. Referring to the item “Emoluments for the office”,
Consob recommended also to disclose separately the compensation for the participation to the
committees. In October 2011 has also published a consultation document (about the application of the art.
123-ter CLF about the transparency of compensations of directors in listed companies) that set out some
novelties in this field.
3/2012
a) The amount of directors’ remuneration
An analysis of Model 1 allowed us to collect data on the remuneration of 2,726
directors (out of 2,728)100.
Summary statistics are reported in Tab. 33101. The average remuneration of directors is
226.000 € (3% higher than in 2010; in the previous year it had decreased by 7%);
remuneration varies considerably according to firm size (435.000 € in FTSE Mib, i.e.
about 3 times the remuneration in Small Cap firms, i.e. 138.000 €) and - to a smaller
extent - to industry (292.000 € in financial versus 211.000 € in non-financial firms). The
increase is mainly due to non-financial companies (where average remuneration was
200.000 € in 2010).
The main component is remuneration for office held (53% of the total amount); “other
remuneration” accounts for 35% of the total, while bonuses are usually lower (11.2%;
were 9.8% in 2010, down from 14% in 2009); non-monetary benefits are almost
negligible (1%). The variation of average remuneration is principally due to swings in
the average bonus (down from 34.000 in 2009 to 21.000 € in 2010 and then again up to
25.000 € in 2011).
As already observed, the distribution is skewed (a relatively small number of people typically executive directors - receive an extremely high remuneration). Median values
(reflecting the remuneration of non-executives, who usually represent the majority of
the board) are therefore much lower (50.000 €), and also more stable over time, since
the median director does not receive any bonus.
100
It is: a) the total number of directors in companies adopting the “traditional” or the one-tier board model,
plus: b) the total number of both Management and Supervisory Board members in companies adopting the
two-tier model. Missing data (68 directors) are associated with the following situations: a) firms whose
financial statements (with all their annexes - in particular, Model 1) were not yet available on line, or whose
Model 1 was incomplete (20 directors); b) the remaining 48 directors for whom complete data were
missing, probably because they did not receive any remuneration in the reference year (e.g. because they
have a “honorary” role - 10 cases - or because they were appointed at the end of the year or because they
received the payment after the end of the year).
101
The tables are divided into sections, reporting average and median data, respectively. The distribution
is skewed (a small number of directors received very high remunerations, thereby affecting the average
value); it is therefore advisable to take into account both average and median values. An example can be
useful to clarify this point: consider 3 people (A, B and C) receiving a remuneration equal to, respectively,
30, 50, 1,000,000 €; their median remuneration is 50, while the average one is 360 (i.e. much higher, due
to the relevant influence of a single “extreme” value). Median values show that the majority of directors
receive a moderate remuneration. On the other hand, median values are not additive and are therefore
difficult to employ in further calculations.
3/2012
Figure 42
Figure 43
b) Remuneration and directors’ role
Data about remuneration and directors’ role are reported in Tab. 34. We use a
classification based on both Consob (distinguishing Managing Director, Chairman,
Deputy Chairman, Other Directors) and CG Report data (in particular, the classification
of directors as executive, non-executive and independent). Tab. 34 is based on the
following categories:
3/2012
a) MD: 321 directors qualified as Managing Directors in the Consob database;
b) Chairmen: 204 Chairmen who are not also MDs102; they are further classified
according to their qualification as executive or non-executive (109 and 95
persons, respectively);
c) Deputy Chairmen: 182 Deputy Chairmen who are not also MDs;
d) Other Executives: 210 directors who are not MD, Chairman or Deputy
Chairman, who are qualified as executive in the CG Reports; they are usually
officers in the listed company or in its subsidiaries;
e) Non-Executive Members of the Executive Committee (59 people)103;
f) Other Non-Executives: 768 non-executive directors who are NOT qualified as
independent (according to the CG Code definition) in the CG Reports;
g) Other Independent: 982 directors who are qualified as independent (according
to the CG Code definition) in the CG Reports and have not already been
included in any other category104.
Figure 44
102
Directors holding a “dual” role (e.g.. Chairman-MD or Deputy Chairman-MD) have been classified as
Managing Directors. In companies having a two-tier board, the Chairmen of both bodies (Managing and
Supervisory Board) have been included in the category “Chairman”, unless they were also Managing
Directors.
103
They are members of Executive Committees different from Chairman, Vice-Chairman, MD and other
directors qualified as executive in the CG Reports. They may be, alternatively, non-executive (44 directors)
or independent (15 directors).
104
Consequently, this notion of “independent” director is more restrictive than the CG Code definition. The
following situations are excluded: a) independent Chairman or Deputy Chairman (21 and 25 persons,
respectively); b) independent member of the Executive Committee (15 directors).
3/2012
The distribution is heavily skewed: a majority of directors belongs to categories
receiving, on average, a moderate remuneration (lower than 80.000 €); the last two
categories (“simple” non-executives and independent) include 1,750 people, i.e. 64% of
the aggregate.
Figure 45
Remuneration varies according to the role: Managing Directors got the highest average
compensation (791.000 €). Chairmen received on average 513.000 €. Other executive
directors received on average 404.000 €. Non-executive members of the executive
committees received, on average, 88.000 €; for the first time this amount is similar to
the average remuneration of “simple” non-executive directors (74.000 €). Independent
directors got the lowest remuneration (55.000 €).
It is interesting to follow the variation of remuneration over time (see Tab. 34): the
dynamics is quite different according to the directors’ role. The compensation of MDs
and “other executives” (including managers of the company and/or people with
executive roles in subsidiaries) increased in 2011 (+18% for MD, +19% for “other
executives”); this is due to an increase of bonuses (+46% for MD, +22% for “other
executives”). The remuneration of all other directors has decreased in 2011 (Chairman:
-8%, Deputy Chairman: -15%, other non-executive and independent: -10%);
independent directors’ remuneration is substantially stable (between 50 and 55.000 €,
on average).
3/2012
Figure 46
The variations are basically the same also for median data, implying that the observed
variation is not connected to a few particularly high data.
c) The structure of directors’ remuneration
Our data show that a different role does not imply only a different compensation, but a
wholly different standard remuneration package, which tends to remain stable over
time.
Chairmen and Managing Directors (MDs) receive, on average, a similar remuneration
for office held (approx. between 375 and 380.000 € in 2011); however, MDs receive
substantially higher bonuses and other remuneration.
“Other executives’” remuneration for office held is quite low (approximately 20% of their
global remuneration); actually, most of their compensation comes from salary (as
managers of the company) and/or other remuneration received in subsidiaries (where
they have frequently other offices or delegated powers).
Non-executive directors rarely receive bonuses; even when this happens, they are
usually of limited amount; however, they frequently receive significant “other
remuneration” (on average, 51% of their total compensation, usually associated to
positions held in subsidiaries).
Independent directors, on the opposite, do rarely receive any additional compensation
(on average, such additional compensation amounts to 8% of the aggregate).
3/2012
Tab. 35 reports data by industry (financial vs. non-financial); the data are similar to
those for general remuneration. Average remuneration is usually higher in financial
firms; this is due, at least in part, to their larger size. In financial companies “other
remuneration” is higher (110 versus 72.000 € elsewhere) and paid to all categories,
except independent directors.
d) The remuneration of Independent Directors
Tab. 36 shows the remuneration of the 982 “other independent” directors, by market
index (a proxy for company size). The remuneration of independent directors follows
the general pattern, and increases with firm size: average remuneration is above
100.000 € in FTSE Mib, and is around 50 and 31.000 € in Mid Cap and Small Cap
firms, respectively. This is possibly associated with both greater complexity and also a
more detailed and formal implementation of the CG Code requiring a specific role for
independent directors.
Our data do not allow an in-depth analysis aimed to discover what are the true costs of
effectively complying with CG Code recommendations. However, they show that in a
number of companies independent directors get constantly a very low remuneration (in
Small Cap the median remuneration of an independent director is 23.000 €). This
raises some concerns about the effectiveness of compliance with some Code
recommendations and also about the adequacy, in some cases, of the remuneration in
relation to the role and the responsibility of Independent Directors.
Figure 47
3/2012
We compared the data in Tab. 36 together with the composition of the committees
recommended by the CG Code to trace proportionality between remuneration and
engagement of the independent directors (actually, recommended by art. 7.C.2 of the
Code). Tab. 37 reports the average (median) remuneration of “other independent”
directors, by committee membership (ICC or RC).
As already observed in previous years, not all independent directors are members of a
committee; committee membership is stable over time: in 2011, 247 directors (more
than 1/4 of the “Other independent” category) do not participate in any committee. On
the other hand, 305 directors are members of both the Internal Control and the
Remuneration Committee in the same company. This result is driven by company size
and industry (see Tab. 38): independent directors who do not participate to any
committee are more frequent in large (they are 31% the total independent in FTSE Mib,
23% of Mid Cap and 21% in Small Cap firms) and financial companies (43% versus
21% of the total in non-financial firms). Directors who are members of both committees
are more frequent in small companies (43% of the aggregate in Small Cap, 26% in Mid
Cap, 16% in FTSE Mib firms).
Independent directors who do not participate in any committee receive on average
57.000 €, ICC members get an additional 15% (65.000 €); RC members an additional
3% (55.000 €). However, directors who are members of both committees receive a
remuneration 19% lower (46.000 €): this apparently paradoxical result is driven by the
smaller size of companies appointing the same directors to both committees. Data
classified by market index show that membership in the ICC only actually implies a
significant additional remuneration; this increase, albeit of variable amount, may be
found in almost all firm size categories (30% in FTSE Mib, 14% in Mid Cap, 13% in
Small Cap companies)
Membership in the RC (alone) rarely implies an additional remuneration (and, where it
happens, its amount is lower); this may be connected to the fact that such committee
usually requires a lower additional effort and does not imply a high number of meetings
per year.
3/2012
Figure 48
We finally compared remuneration of “other independent” directors and of directors “at
risk” (see Tab. 17), to see if such situations are characterized by a meaningful
remuneration increase (this would be a possible evidence of a “loss of the
independence requirements”). The results are shown in Tab. 39: as in previous years,
the few independent directors “at risk” actually received a higher remuneration (on
average, 83.000 € versus 50.000 € for directors who are not in “particular situations”).
After a decrease in 2010, the difference has increased again.
Figure 49
3/2012
3.9. Internal Control Committee
a) Establishment of an Internal Control Committee
An Internal Control Committee has been established in a wide majority of listed firms
(90% of the aggregate: see Tab. 40)105, especially in large companies (the committee
has been established in all FTSE Mib, in 98% of Mid Cap and in 87% of Small Cap
firms).
Figure 50
105
25 companies disclose the reason why an ICC has not been established: they may range from the
attribution of its functions to the BoD as a whole, to their small size, or, finally, to their ownership structure.
Sometimes, the Committee is simply defined as “not necessary”. One company set up a committee on
March 2011. Art. 4.C.2. of the Code 2011 says that the institution of one or more committees should be
avoided reserving the functions of the committee to the whole BoD at the following conditions: (i)
independent directors represent almost the half of the BoD, rounding down if the BoD has an odd number;
(ii) adequate space in the boards’ meetings to the exercise of the committee functions recommended by
the Code; (iii) for the control and risk committee, the issuer is not controlled by any other listed company
(or under control and coordination of any other listed company). 10 companies, out of the 27 without an
ICC, didn’t comply to the Code; from the other 17, only 2 of them have a sufficient number of independent
directors as required by condition (i). Moreover, 23 out of the 27 companies without an ICC are not
controlled (30%) from other listed companies; 3 out of the other 4 complied to the Code; therefore, only
one company (one out of the 2 that are compliant with the condition (i)), do not comply to the condition (iii)
(we didn’t analyzed this point also on the subject of direction and coordination).
3/2012
b) Duties of the Internal Control Committee
Companies frequently disclose information about the effective duties of the ICC (see
Tab. 40); this happens in 81% of cases (was 76% in 2010, 69% in 2009, 67% in 2008,
57% in 2007, 59% in 2006). Transparency on this point is higher in larger companies
(information are available in 89% of FTSE Mib companies).
Figure 51
c) Composition of the Internal Control Committee
The composition of the Internal Control Committee is always available (see Tab. 40).
The number of its members ranges from 2 (in 8 cases, as in 2010106; down from 15 in
2009) to 9 components in a large bank (followed by another bank with 6 members –
actually, the same having an 8-member RC; and by 9 more companies – 5 of which are
banks - with a 5-member ICC). In a majority of cases (195, i.e. 83% of the aggregate),
the Committee is made up of 3 members.
The Code recommends that: a) the Committee be made up only of non-executive
directors; b) a majority of which are independent; c) at least one member have financial
expertise. If the issuer is controlled by another listed company, the ICC should be made
up exclusively of independent directors.
106
Four of these 8 companies are the same firms that have a Remuneration Committee composed of 2
directors.
3/2012
The first recommendation (ICC made up only of non-executive directors) is followed by
229 companies out of 235 (97% of the aggregate). 5 companies have one executive
director, 1 company (who chose not to adopt the CG Code) has 3 executives in the
Committee.
Figure 52
The second recommendation (majority of independent directors) is followed by 218
companies (93% of the aggregate); in 5 cases, independent directors account for half
of the seats in the Committee; in the remaining 12 cases, they are a minority107. In 110
cases (47% of the aggregate; up from 43% in 2010) the Committee is made up
exclusively of independent directors108.
We tried to check compliance with the recommendation concerning firms controlled by
other listed companies (ICC composed only of independent directors), even though any
test in this field is problematic, because different definitions of "control" are used in
different contexts. We tested the existence of control by a single shareholder (i.e. we
ignored situations of joint control by multiple shareholders, e.g. through a shareholders'
agreement) and we made use of two alternative ownership thresholds (50% and 30%,
respectively).
107
In 8 cases Independent Directors are a minority of the ICC. In the last 4 cases, no independent director
has been appointed to the ICC (however, 2 of such companies chose not to adopt the Code, while a third
“will comply” in the near future).
108
A BoD made up of only independent directors is recommended by art. 7.P.4. of the Code 2011.
Alternatively it is recommended that the BoD is made up of only non-executive directors, a majority of
whom are independent: in this case the Chairman of the Committee should be independent.
3/2012
We found 26 (33) firms controlled by other listed companies at the 50% (30%) level; 22
(29) of them have established an ICC; in all companies controlled at the 50% control
threshold (and in 26 companies controlled at the 30% threshold) the ICC is composed
exclusively of independent directors. We can underline the following results:
a. At the 50% control threshold, the recommendation of the Code seems to be
followed by 100% of the companies that have established an ICC (up from 91%
in 2010, 86% in 2009, 72% in 2008), and by 85% of the firms controlled by other
listed companies (up from 74% in 2010, 65% in 2009, 57% in 2008).
b. At the 30% control level, the recommendation of the Code seems to be followed
by 90% of the companies that have established an ICC (up from 84% in 2010,
83% in 2009 and 79% in 2008), and by 79% of the firms controlled by other
listed companies (up from 74% in 2010, 73% in 2009 and 63% in 2008).
Figure 53
The third recommendation (at least one director has financial expertise) is followed by
195 companies (i.e. 83% of the aggregate, up from 79% in 2010, 66% in 2009, 61% in
2008; see Tab. 40).
3/2012
Figure 54
d) Frequency of the meetings of the Internal Control Committee
Information about the frequency of committee meetings is available almost always (see
Tab. 40); the average number of meetings (6.3) is higher than in 2010 (5.9); it varies
with firm size (11.8 meetings in FTSE Mib, 6.4 in Mid Cap and 4.8 in Small Cap
companies) and industry (14 meetings/year in the financial sector, versus 5.4 in other
industries).
The number of meetings is extremely variable at the company level, ranging from 0 (in
an IPO case, followed by 5 companies with only one meeting) to 53 meetings per year
(the top three positions in the ranking are held by three large banks).
Figure 55
3/2012
e) Attendance to meetings of the Internal Control Committee
Transparency about individual attendance to committee meetings is improving (see
Tab. 32 and Tab. 40). This is true also for ICC members. Their total number is 735;
information about their attendance is available in 675 cases109, i.e. 92% of the
aggregate (up from 91% in 2010, 81% in 2009, 83% in 2008, 72% in 2007, 64% in
2006): 76% of them (511 directors) were always present; 97% of the members
attended at least half of the meetings; low values are quite rare110.
3.10. Other issues concerning the Internal Control System
a) Internal Audit function
CG Reports often show (in 80% of the cases, and almost always in financial
companies; 76% in 2010, 73% in 2009) that issuers set up an internal audit function, as
recommended by Code (see Tab. 41). The internal audit function is frequently unified at
the group level (sometimes through the constitution of a specific company in charge of
supplying audit services to all companies in the group); such organizational
arrangements are useful, since they may guarantee coordination and standardization of
control at the group level; they also allow to comply with the Code recommendation
about the independence of people in charge of internal controls from managers of
operating divisions. Some issuers have outsourced this activity (as allowed by the CG
code).
b) Compliance with the Legislative Decree no. 231/2001
i. Information about the adoption of an organizational model and the
establishment of a Supervisory Body
The transparency in CG Reports about the institution of an organizational and
management model, suitable to prevent the offences considered by Legislative Decree
no. 231/2001 (see Tab. 41) is growing over time (this information is supplied on a fully
voluntary basis): today 247 companies provide such information, i.e. 94% of the
aggregate (up from 91% in 2010, 83% in 2009, 73% in 2008). In particular, 246
companies (244 in 2010, 218 in 2009, 185 in 2008) provide information on the
establishment and/or on the tasks assigned to the Supervisory Body (the so-called
109
Only for 3 directors no information was available, because they are actually members of committees
that never met during the year.
110
Attendance is equal to 0 in 4 cases (in 4 companies).
3/2012
Organismo di Vigilanza or OdV) pursuant to Legislative Decree no. 231/2001
(information is provided more often by larger companies).
Figure 56
ii. Composition of the Supervisory Body
In 97% of the cases, companies have established a collegiate OdV: only 16 small
companies have an individual OdV (typically, the Head of internal audit)111. The
composition of collegiate OdVs may vary. We analyze the composition of the OdVs in
terms of the relative weight of different categories of possible members.
The composition of a collegiate OdVs has been disclosed by 214 companies (up from
206 in 2010, 181 in 2009, 148 in 2008, 97 in 2007). The number of components ranges
from 2 to 7112; there is a clear preference for a three-members body (in 170 cases, i.e.
79% of the aggregate).
The members of the OdV identified in CG Reports are 698 (up from 650 in 2010, 607 in
2009): 194, typically independent, directors (down from 208 in 2010), 46 statutory
auditors (up from 44 in 2010), 226 managers (up from 210 in 2010, 181 in 2009; they
often include the Head of internal audit - the Head of compliance in banks - and the
Head of legal affairs; other choices - e.g. the risk manager or the Head of human
111
In three cases, an external consultant had been appointed as Supervisory Body.
The Supervisory Body is composed by 2 members in 16 companies (as well as in 2010). 2 companies
(banks) have a 7-member SB, another bank and one publicly-owned company have a 6-member SB.
112
3/2012
resources - are less frequent) and, finally, 216 “outsiders” (up from 186 in 2010, 181 in
2009; typically lawyers or certified accountants; sometimes retired magistrates).
The number of companies turning to managers, on one hand, and to external
consultants, on the other hand, has increased remarkably over time: probably the
recourse to managers grants better continuity of action, while recourse to outsiders is
perceived to increase the autonomy of the OdV in the light of some recent academic
views (and court pronunciations); on the other hand, this may increase compliance
costs and lead to suboptimal coordination of control systems113.
Figure 57
iii.
Frequency of meetings
Information about the OdV activities are rarely disclosed in CG Reports, since such
disclosure is not recommended by the Code. For example, the frequency of meetings
113
On this subject see art. 6 of the Legislative Decree no. 231/2001, which says: “The BoSA, the SB and
the MCC (Management Control Committee) coordinate the control system of the companies and exercise
the functions of the OdV, referring to para.1, let. b).” The comment to art. 7 of the 2011 edition of the CG
Code recommends issuers to evaluate the opportunity of giving to the BoSA the functions of the OdV ex
L.D. no. 231/2001.
3/2012
can be found in 81 cases (i.e. 36% of the companies having a collective OdV; up from
32% in 2010, 28% in 2009). The average number of meetings is 5.7 per year, with
relevant differences due to industry and size114.
114
The number of meetings ranges between 0 (in 2 cases; in 4 more cases – 2 of them belonging to the
same group – the OdV was convened only once) and a maximum of 14 per year (in a bank and in a
publicly-owned company, followed by a company with 13 meetings and 2 more firms with 12 meetings per
year).
3/2012
SECOND PART:
PROCEDURES FOR HANDLING RELATED PARTY TRANSACTIONS
4. Procedures for handling related party (RPT) transactions
This year the in-depth analysis is devoted to the Procedures for Handling Related Party
Transactions (RPT). The focus on this topic is triggered by the approval of Consob
Regulation no. 17221 issued on March 12th, 2010 (hereinafter “RPT Regulation”),
requiring the issuers to adopt special “RPT procedures” by October 1st, 2010 (such a
term was subsequently postponed to December 1st, 2010 by Resolution no.17389
dated June 23rd, 2010), to be applied since January 1st, 2011. Given the complexity of
such a Regulation and the heated debate that arose out during the consultation period,
it seemed interesting to analyze how the issuers applied actually such regulatory
provisions.
In-depth studies have been carried out under a double profile:
a) firstly, RPT Procedures as approved by the issuers115 were investigated in order
to identify any relationships between the structure of the procedures (or the
adoption of particular technical solutions) and the features of the companies
(e.g. in terms of size, business sector or shareholding structure). In this respect,
additional information was drawn “crossing” data stemming from the procedures
with these drawn from the Corporate Governance Reports.116.
b) at the same time, an investigation on major RPT executed during the first period
after the Regulation became effective was carried out; for such a purpose
Reports published in the first semester of 2011 pursuant to article 5, para. 1, of
the Regulation were collected and reviewed.
115
The Regulation applies not only to the “Italian companies with shares listed on Italian or other EU
countries’ regulated markets” but also to Italian companies “whose shares are significantly spread among
the public”. However, the investigation was focused only on issuers with listed shares, for symmetry with
the rest of analyses.
116
In this respect, it is necessary to make a preliminary general remark: time references in the documents
are not perfectly in line between themselves (basically, November 2010 for the procedures; between the
end of December 2010 and the end of March 2011 for the Reports). The combination between different
documents extends the reading of the issuers’ choices in matter of RPT but it involves, sometimes, the risk
for certain limited inconsistencies that, however, shall be highlighted from time to time. Data on belonging
to stock exchange indexes, sectors and shareholding structures refer to March 2011.
3/2012
4.1. RPT procedures
The procedures that were adopted by the issuers pursuant to RPT Regulation were
searched for (on Network Information System of Borsa Italiana – NIS – and on
companies web-sites). The total collected procedures are 262117. The relevant approval
dates fall between October 19th, 2010 and December 1st, 2010 (in 10 cases)118. The
date of effectiveness is generally January 1st, 2011: 10 issuers chose to advance such
a date, generally on December 1st, 2010119.
The investigation on RPT procedures related to the following issues:
a) The approval of the procedures
Art. 4, para. 3 of RPT Regulation sets forth that the resolutions on the procedures and
the relevant amendments are to be approved after the positive opinion to be issued by
a committee exclusively made up of independent directors. If at least three independent
directors are not in charge, such resolution shall be approved after the positive opinion
of the existing independent directors or, if they do not exist, after that a non binding
opinion of an independent expert has been issued.
Procedures shall frequently mention (generally in an initial paragraph) information on
the procedure applied for their approval; notably, they often contain the statement that
the procedure was unanimously approved.120.
117
Total numbers being equal, the sample composition is slightly different from the one used for the
Reports investigation: as for 4 companies RPT procedure was available while the Report was not (one of
these companies is the one already mentioned since it was excluded from the Reports investigation
sample; on the contrary, as for 4 companies (all being “smaller” ones pursuant to art. 3, paragraph 1, letter
f) of the Regulation) finding the RPT procedure in a timely manner was impossible (in three cases it
resulted available on the website only after the conclusion of the data collection phase; in the latter case
the procedure is still impossible to find).
118
Three procedures have a later approval date: two cases relate to adaptation of already existing
procedures, that were not possible to find and the latter case relate to a suspended company, where the
procedure was approved before the new admission to listing. Save for the cases indicated above, any
subsequent updating of the procedures whose search would have required a real time monitoring of the
issuers’ web sites was not taken into consideration.
119
This happens in 9 cases, the majority of which referring to the same group or to persons “close” to such
a group; in the latter case, it was just one day earlier, on 31/12/2010.
120
By resolution no. DEM/10094530 dated 15-11-2010, Consob expressly required to divulge the outcome
of the vote. The communication channel to be used is, however, a press release (if any). Notably,
according to the above mentioned communication, companies are required to publish a press release
within December 3rd, 2010, should the procedure have been approved notwithstanding an adverse vote or
the abstention from voting of one or more directors (even not independent ones) or of an adverse non
binding opinion issued by the independent expert. Such a press release shall contain the following
information: a) a mention of the adverse vote or of the abstention from voting of one or more directors or of
the existence of an adverse opinion issued by an independent director; b) identification of the director or
3/2012
In 159 cases, equal to 59% of the aggregate, procedures do mention who issued the
“prior positive opinion”. Such kind of information is supplied more often by major
companies (68% in FTSE Mib and among Mid cap, 56% among Small cap, even lower
in the remaining segments) and in the financial sector (71%, against 58% in the other
sectors). In addition, collecting information among companies adhering to Corporate
Governance Code is definitely easier (60%; 38% among non-adhering companies) and
among companies having at least 3 independent directors (67%; it is 44% among
companies having less than 3 independent directors).
The most frequently used solution (64% of the cases: see Tab. 42) consists in
entrusting a special committee, to be incorporated for such a special purpose, with the
issuance of the opinion, followed behind by the recourse to Internal Control Committee
(28% of the cases). Only in 12 non-financial companies (nearly all Small cap) the
opinion was given by existing independent directors.121. No procedure reports the use
of independent experts. The recourse to ICC depends upon the size of the firm (35% in
the FTSE Mib, 27% among the Mid Cap, 24% among the Small Cap) and upon the
shareholding structure (it is more frequent – 38% – among publicly-owned companies).
directors in question and clarification of their role; c) indication whether the contrary vote or the abstention
took place when adopting the opinion or at the approval of the procedure by the board of directors; d)
indication of the underlying reasons of the contrary vote or the abstention or the contrary opinion issued by
the independent expert. Information concerning abstentions is very rare, and generally no grounds are
provided for.
121
As already mentioned, combining data procedures with the Reports extends the reading although it
causes sometimes a limited risk of inconsistencies: this happened in Tab. 42, where a company “having at
least three independent directors” at the report date (when it had exactly three independent directors)
requested the previous opinion of “existing independent directors”, who at the date of approval of the
Procedures were only 2.
3/2012
Figure 58
The choice of the person charged with the issuance of the opinion is significantly
affected by the way in which issuers have implemented recommendations set out by
the Corporate Governance Code: first of all, no company non adhering to the Code or
having less than three independent directors122 has entrusted the ICC with such task;
secondly, the use of ICC has been much more frequent (61% of the aggregate) in
companies having an ICC exclusively made up of independent directors123. The
recourse to existing independent directors instead is more frequent for companies that
do not adhere to the Code (20%, against 7% among the adhering ones), for those that
do not have (as at the Report date) 3 independent directors in the board and for those
that do not have an ICC made up of independent directors solely.
Indeed, the presence of minority directors in the ICC does appear wholly insignificant
for the issuers’ choices.
122
Here is a second little inconsistency caused by the different reference dates. A company “having at
least three independent” at the report date requested the previous opinion to its own ICC; such a
committee was formerly made up of 3 independent directors.
123
Only one company having non independent directors in its ICC (that was made up of 4 non executive
directors, three of which being also independent) pursued such a way and it specified that the opinion was
issued by the committee “in its component made up of independent directors only”. It is worth noting that it
should not be correct qualifying such a case as “existing independent directors” since the total number of
independent directors is 4 (of which 3 only are part of ICC).
3/2012
b) The implementation scope of the procedures
RPT Regulation defined a minimal implementation scope for procedures adopted by
the issuers. Art. 4, section 2 contemplates that managing bodies of the issuers should
assess whether to apply, wholly or partly, the procedures “also to entities others than
related parties”, taking into account, notably, and the shareholdings’ structure,
significant contractual or by-laws obligations, if any, as well as, the applicable sector
rules.
Despite schedule 1 to RPT Regulation has adopted a wide related party definition (the
one pursuant to “IAS 24 in force as at the date of the Regulation approval”), 35 issuers
(13% of the aggregate) decided to extend further on a voluntary basis the number of
entities subject to the RPT procedure, wholly or partially (see. Tab. 43). The kinds of
entities “affected” may actually vary greatly. A partial list includes:
a) A name list of the shareholders, significant shareholders (owning more than
2%) and/or members of shareholders’ agreements, persons empowered to
appoint at least one director;
b) Individuals having relationships for a number of reasons, with the issuer and/or
controlling and controlled companies (managers with strategic tasks, statutory
auditors, – also deputy auditors, members of Supervisory Body pursuant to Law
231/2001, external auditors);
c) Certain types of relatives of the individuals listed under a) and/or b);
d) Entities related to the issuers according to the “new” definition under IAS 24,
e) Controlled companies pursuant to the widest definition of article 2359 of the civil
code and/or (notably in the financial sector) special purpose entities in which the
issuer or companies of its group hold interests.
The voluntary extension is more frequent among larger companies (it can be traced
in 32% of FTSE Mib companies, in 13% of the Mid cap, in 9% of the Small cap), in
the financial sector (36%, against 11% in the other sectors) and among publiclyowned (25%) or widely held (33%) companies. The decision seems due not only to
the structure of corporate governance but also to complex issues arising out on a
case by case basis: in this respect the figure for widely held companies is
significant, since they deem to have conflicts of interests issues also in respect of
cases not falling within control or notable influence definitions.
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Figure 59
In 30 cases (11% of the aggregate) companies attach to the procedure a list of related
parties (and/or equivalent persons), also in order to sort out any doubt in advance. This
practice is followed more often by larger(21% in the FTSE Mib) and publicly-owned
companies (25%) that, as it is known,124 have specific issues for the related party
definition.
Very frequently procedures expressly do identify the person in charge for the
“recognition” that the opposite party of the transaction is a related party (this occurs
60% of the cases) and/or that it is a “non exempt” transaction (it means that it does not
fall within an exemption provision, even on a voluntary basis, set out by the Regulation:
it happens in 42% of the cases). In both the cases the provision is more frequent in
large companies; the specific assignment of the duty to identify related parties is more
frequent in the financial sector and among widely held companies.
In 131 cases (50% of the aggregate) procedures identify the person in charge of
monitoring continuously the consistency of the related party list. Less frequently (11%
124
Please see the answer provided by Consob to the remarks expressed by Assonime and Confindustria,
pages 4 and 5 of the Document concerning the outcome of the consultation on the Communication and
entitled “Guidelines for the implementation of the regulation on related party transactions adopted by
resolution no. 17221 dated March 12th 2010, as subsequently amended”.
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of the cases) the procedures identify a person in charge of monitoring on a continuous
basis the consistency of the different “thresholds” that actually determine the way each
single transaction is approved (exiguous transactions, minor and major transactions).
The reason for such a low frequency is traceable most likely accounted for the sever
system of thresholds set out by the regulation. It should also be noted that companies
that have not inserted express provisions in the procedures may, however, have done
so in internal more detailed organization rules allowing a major implementation
flexibility, not being subject to the though regulation for approval/amendment.
c) Transactions carried out by controlled companies
Art. 1 of the Regulation sets out the principles that should be complied by companies in
order to ensure transparency and substantive and procedural appropriateness of the
RPT carried out directly or “through” controlled companies. Art. 4, para. 1, lett. d)
contemplates that the procedures “identify rules for the cases where the company
examines or approves controlled companies' transactions, either Italian or foreign”. As
a result, from one side, the procedural rules applicable to the approval of the RPT
carried out “through” controlled companies may be different from those applicable to
the RPT carried out directly by the issuer; from the other side, an RPT is carried out
“through” controlled companies only where the issuer actually “examines or approves”
such transaction125.
Generally, RPT procedures set out rules aimed at being applicable in cases
contemplated by the Regulation, without setting forth additional requirements: thus
procedures apply if and when the RPT carried out by controlled companies are actually
subject to preliminary review by the board of directors or a manager from the controlling
company126; the procedures do not apply instead where the transaction is carried out
125
Consob has provided further clarifications in Communication No. DEM/10078683 of 24-09-2010: a) the
review or approval of the transactions shall not be carried out necessarily pursuant to internal regulations
or take place by way of resolution: it will suffice that a manager of the controlling company preliminarily
reviews or approves the transactions pursuant to the relevant powers; b) the “review” is not merely a
collection of information but an assessment of the transaction that may lead to an intervention (e.g. an
opinion, even not binding) such as to affect the approval procedure of the transaction by the controlled
company.
126
For example, a company contemplates that: “in case of transactions with controlled companies that are
subject to a preliminary review of the Board of Directors or of a Manager with Strategic Duties” of the
issuer “that is completed with the approval of the transaction or with the issue of an opinion, although not
binding, addressed to the corporate bodies of the controlled companies empowered to resolve or decide
upon the transaction (the "Preliminary Review"), the procedure applies (…) provided the following. The
Preliminary Review must be provided by the Board of Directors of the issuer where the transaction is (…)
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autonomously by the controlled company. By the way, this is consistent with the
Regulation philosophy that does not impose “to controlling companies the exercise of
an influence (…) additional to the one they already exert in respect of the controlled
companies. Indeed, it only affects the decisional procedures relating to the transactions
carried out by the controlled companies, adopted by the companies regardless of the
Regulation implementation” (as specified by Consob in the Notice No. DEM/10078683
of 24-09-2010).
However, 45 companies (17% of the aggregate: see Tab.. 44) have adopted rules – in
respect of RPT carried out by the controlled companies – more extensive than the
Regulation scope; this occurs more frequently with larger companies (29% in the FTSE
Mib) and with the financial sector (39% of the cases). In 34 cases a preliminary
assessment by the board of directors of the issuer is contemplated upon the
occurrence of certain situations; conditions that require a preliminary assessment are
generally defined in advance, with no subsequent discretion. In 11 cases the
preliminary assessment is always contemplated where the general quantitative criteria
are exceeded (for larger and smaller size transactions, see infra): transactions carried
out by controlled companies are thus actually put on the same level as those carried
out by the issuer127.
Finally, in 13 cases the preliminary assessment by the board of directors of the issuer
is always regarded as binding: obviously, this occurs more frequently in financial sector
companies (it is contemplated by 64% of the companies that always provided for the
major. The Preliminary Review must be made with the prior issue of a grounded opinion (…) by the
competent committee (…), provided that: (a) the grounded opinion of the committee:(i) is not binding
where the transaction (is) minor, while it is binding for the Board of Directors of the issuer where the
transaction (is) of major;( ii) must be submitted to the body empowered to approve the transaction or to
issue the opinion”.
127
A company puts on the same level the transactions carried out by controlled companies and those
carried out directly: “The Board of Directors and the Delegated Bodies, when carrying out directly or
through controlled companies transactions with related parties, shall comply with these procedures”.
Transactions carried out through controlled companies are then defined as (all) “the RPT carried out by the
controlled companies of the Company”. Another company contemplates that (all) “the transactions carried
out by the controlled companies with related parties of the holding company, exceeding the significance
thresholds set out in Schedule (…) are subject to the prior non binding approval of the holding company
and to the subsequent resolution of the Board of Directors of the controlled company(…). For such a
purpose, the controlled companies must ensure a review of the proposal consistent with the provisions of
this Regulation (…) The application for the prior approval of the holding company is submitted to the
managing director (…) and then to the board (…) and to the committee for related party transactions
through the relative secretarial offices. The application is treated differently depending whether the
transaction may be regarded as minor, major or strategic”. It should be noted, however, as it will be better
described later on, that in such latter case the “exiguity amount” adopted threshold is the highest of the
whole Stock Exchange.
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preliminary assessment; 18% of the aggregate in the other sectors), often subject to
specific provisions as to the liability of the holding company.
d) The approval of “minor” transactions
Art. 7, para. 1, letter a) of the Regulation requires that, prior to the approval of a minor
RPT, a committee made up of non executive and non related directors, the majority of
which to be independent, issues a – non binding – opinion on the company’s interest to
carry out the transaction as well as on the suitability and material correctness of the
relevant conditions.
The issuance of the opinion is assigned to a special committee in 253 companies
(equal to 97% of the aggregate), including all the FTSE Mib, companies operating in
the financial sector and public owned companies. The remaining 9 companies (all
having less than three directors) usually entrust with such task the existing independent
directors. A Micro cap company, that does not adhere to the Corporate Governance
Code and being without the ICC and independent directors (pursuant to the Code
requirements; whilst it has one independent director pursuant to the Consolidated
Financial Act) charged the board of statutory auditors with such a task.
Most of the issuers entrusted a special committee with the preparation of an opinion: It
is possible to notice such a choice in 148 cases, equal to 56% of the aggregate. As for
30% of the cases such a duty is assigned to ICC, as for 10% of the cases to ICC or to
the Remuneration Committee, depending on the kind of transactions. Availing of the
existing independent directors is more frequent among companies that do not adhere
to Code (15% against 2% recorded among non adhering companies), among those
without 3 independent directors inside the board (as at the Report date) and among
those that do not have an ICC made up of independent directors only.
Certain companies defined on a voluntary basis additional duties in respect of the ones
set forth by the Regulation. The Board of Directors has been charged with the power to
resolve upon minor transactions in 6 cases, as a general rule or in respect of minor
RPT transactions whose value exceeds a certain amount (above € 2.5 million). In case
of a negative opinion issued by the committee, three companies provided for the
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transfer of the power resolution to the Board of Directors (sometimes with 2/3 qualified
majority of non related directors)128.
Moreover, it was possible to identify two issuers (both being Small cap companies, one
of which benefiting from the easier terms – as described below – available for “recently
listed” companies) setting out that a committee is allowed to resolve “by written
procedure”, through a simple round of documents, without holding official meetings.
The committee requested to issue an opinion on RPT is allowed to be assisted, at the
company’s expenses, by one or more independent expert at its own choice. Art. 7,
para. 2 of the Regulation allows the companies to define – with exclusive reference to
minor transactions129 – a maximum amount for the expenses relating to each single
transaction, to be calculated in total or in proportion to the transactions value, due for
services carried out by independent experts.
Such an option was exploited by 106 companies (see Tab. 45), equal to 40% of the
total number of companies; the remaining companies did not deem opportune to
identify a maximum figure. Smaller companies use to set a budget (this occurs in 47%
of the cases among the Small cap, in 37% of the Mid cap and in the 32% of the FTSE
Mib companies; furthermore, it was set by 48% of the smaller companies and/or
“recently listed” companies allowed to avail of easier terms for major RPT transactions
and in the financial sector (46% of the aggregate; in the remaining sector such a figure
is 40%). Setting a budget is less frequent among the publicly-owned companies (20%
of the aggregate).
128
A company expressly provided for the Managing Director’s faculty to require the adoption of the major
RPT procedures even in case of minor transactions. Moreover, it seems possible to use such a chance
notwithstanding the absence of a special provision in this respect.
129
Three companies provide for a double limit, depending on the fact that RPT in question is of higher or
less significance (two companies define it by value, respectively amounting to € 30 and 10.000 and € 10
and 3.000, the remaining company define it by percentage, respectively amounting to 3 or 4% of the
transaction value). That part of such clauses relating to major RPT seems in breach of the Regulation and
for such a reason it should not be applied.
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Figure 60
Figure 61
In 85 cases (out of 106) the budget is identified as a total (or through statements such
as “the lower amount of €…. and … % of the transaction value”). Sometimes the
budget is set by the Board of Directors year by year or with reference to a single
transaction or, again, depending on the transaction value it is set a thumb index. When
the value is defined as a percentage it is often included in the range between 1 and 5%
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of the transaction value (in a big bank the minimum value is 0.05%; alternatively to the
amount of € 15.000 the highest value is 20%).
Where it is not determined by value, the average budget is € 53.000; it significantly
changes depending on the company size (€ 178.000 among FTSE Mib, € 72.000
among Mid cap, € 26.000 among Small cap); as a matter of fact, it is possible to
envisage different amounts also in consideration of the sector (€ 82.000 in the financial
sector, € 50.000 in the remaining sectors) and of the shareholding structure (€ 53.000
among family controlled companies, € 111.000 among publicly-owned companies).
As per single company, the budget varies greatly, from a minimum of € 2.000 and to a
maximum of € 1 million. 25 companies (almost all Small or Micro cap) set a budget
lower or equal to € 10.000; 15 companies (almost all FTSE Mib or Mid cap) set a
budget exceeding or equal to € 100.000.
e) The approval of “major” transactions
Art. 8, para. 1 of RPT Regulation130 requires that the procedures for the approval of
“major” RPT transactions shall set forth at least the following:
a) the exclusive competence of the Board of Directors to resolve upon;
b) that a committee, even incorporated for such a purpose, exclusively made up of non
related independent directors (or one or more members delegated by it) take part to the
preliminary investigation phase;
c) that the Board of Directors approves the transaction upon a grounded positive
opinion issued by the committee on the company’s interest in carrying out such a
transaction and on its suitability and the material correctness of the relevant terms, or,
alternatively, that other ways for approving the transaction are used provided that a
conclusive role is ensured to the majority of unrelated independent directors.
Choices in matter of assignment of the opinion relating to most significant RPT
transactions are very similar to the ones described in relation to minor transactions.
A committee is quite generally entrusted with the preparation of the binding opinion.
This circumstance occurs in 253 companies (97% of the aggregate), including all
companies belonging to FTSE Mib, the financial sector companies as well as the
publicly-owned companies. The remaining 9 companies (all having less than three
130
Similar principles do apply to companies adopting the dualistic system pursuant to art.9 and Attachment
2 of the Regulation.
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independent directors) usually entrust existent independent directors. A Micro cap, that
do not adhere to the Corporate Governance Code, without ICC and independent
directors (pursuant to the Code; while there is one independent director pursuant to the
Consolidated Financial Act), entrusted the Board of Statutory Auditors with such duty.
Most of the issuers entrusted a special committee with the preparation of the opinion: It
is possible to notice such a choice in 148 cases, equal to 56% of the aggregate. As for
30% of the cases such a duty is assigned to ICC, as for 10% of the cases to ICC or to
the Remuneration Committee, depending on the kind of transaction.131.
Figure 62
As well as it happens for the opinion on the procedure, the way the issuers applied the
Corporate Governance Code materially affects even the choice of the entity to entrust
with the opinion on major RPT: firstly, no companies that do not adhere to Code
entrusted the ICC or the Remuneration Committee with such a task; secondly, availing
of one of the committees set forth by the Corporate Governance Code is more frequent
among companies having at least 3 independent directors (as at the Report date) and
among those that do have an ICC made up of independent directors only132. The
131
It is worth noting that, where such a duty is assigned to a special committee, this can correspond to ICC
or RC for single transactions. Generally, the procedure does not provide for such a correspondence and
such a circumstance makes the difference.
132
The circumstance that companies having less than 3 independent directors and/or with an ICC that is
not made up only by independent directors entrusted such a committee exactly for the preparation of the
opinion on major RPT may puzzle somebody. What seems to highlight a breach of the Regulation (the
committee to be made up of independent directors only) has a double explanation: firstly, certain
companies charged ICC with such a duty as for its only component made up of independent directors;
however, mostly, companies in question are quite always “smaller companies” and/or “recently listed” ones
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presence of directors representing minority shareholders in ICC is utterly irrelevant on
the issuers’ choices.
On the contrary, the involvement of the existing independent directors is more frequent
among companies that do not adhere to the Code (20%, against 7% among the
adhering companies), among companies that do not have (at the Report date) 3
independent directors in the Board and among the ones that do not have an ICC made
up of independent directors only.
15 companies (all non financial ones) provide for special rules concerning Board of
Directors’ resolutions, in addition to committee’s binding opinion. 7 companies adopt a
stricter solution, since the approval of major RPT requires, in addition to the ordinary
majority of the Board of Directors, also the majority of “the independent directors” or of
the “independent and not related directors”; as for two companies, the double majority
is required if one or more members of the committee “result related to the transaction”.
As for the remaining 9 companies the double majority differently characterize since the
board resolution “with the favourable vote of the majority of independent directors” is
set forth as an alternative to the positive opinion issued by the committee (such a
wording, literally, allows to submit the transaction directly to the approval of the Board
of Directors, without the official opinion of the Committee – notwithstanding its
involvement) or it permits the overcoming of the negative opinion, if issued by the
committee, where the relevant board resolution is supported by the majority of the non
related independent directors133.
Even in this case such a choice does not seem affected by special features of the
companies’ governance: notably, the composition of both the Board of Directors and
ICC seems to be without significance, in terms of presence (and number) of both the
independent and the minority directors
Notwithstanding Appendix 3 of RPT Regulation adopted a wide definition of “major”
transactions (basically, these are the in ones in which at least one index of significance
that are allowed to avail of the simplified regime set forth by article 10, para. 1 of the Regulation (see
below in this text).
133
Some companies expressly stated the following: “Any negative opinion issued by the Committee inside
the Board is to be deemed overcome and void when the transaction (either less or major) is approved by
the Board of Directors with a double majority: absolute majority of the directors attending the meeting and
absolute majority of the independent directors in charge that have no relationships in respect of the
specific transaction. The information document on major transaction so approved shall explain the grounds
underlying the overcoming of the initial negative opinion”.
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– of the three ones proposed by Consob134 – is higher than 5% threshold), 27 issuers
(10% of the aggregate) spontaneously decided to set lower percentage thresholds (see
Tab. 45). This circumstance occurs more frequently among companies belonging to the
financial sector (in 18% of the cases against 9% in the remaining sectors). 6 companies
provided for thresholds alike the following; “the minor between the figure of … and the
percentage set forth by the Regulation”. The values vary significantly case by case
(from € 100,000 to € 140,000,000).
Any reduction relates always to the threshold calculated on the counter-value (that is
on the average cut by half, and equal to 2.4%); in 16 cases relates to the other two
indicators too. Such a reduction is slightly lower in FTSE Mib companies (where the
average threshold adopted is – in the cases that were examined – equal to 3% for the
opposite value and to 3.5% for the other indicators).
f) Simplified regime for “smaller” and/or “recently listed” companies
Art. 10, para. 1 of the Regulation permits listed “smaller” companies, recently listed
companies (and companies having spread out shares) applying the procedure set forth
by art. 7 to major transactions, by way of derogation to art. 8 (such a special procedure
having the same less strict requirements as minor transactions). Listed companies that
are controlled, even if indirectly, by another listed company cannot avail of such a
derogation. By matching the data obtained reading the procedures with other
information, it was possible to reconstruct the choices made by the companies entitled
to avail of such simplifications. For the purposes of such survey, the following was
taken into account:
a) “smaller” companies include the ones that declared to be smaller ones in the RPT
procedure and, however, the ones in line with the benchmarks set out by Consob as at
the date of the last approved financial statement before adopting such a procedure;
they totally are 141 issuers;
b) “recently listed companies” are the 8 issuers whose shares started to be negotiated
after 1/1/2008 (source: Borsa Italiana web site), save for three companies whose listing
took place as a consequence of extraordinary transactions;
134
Indexes are: a) ratio of the value of the transaction to (consolidated) net worth of the company; b) ratio
of total assets of the transaction entity to total assets of the company; c) ratio of total liabilities of the
purchased entity to total assets of the company.
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c) companies “controlled” by another company are the ones that had been already
considered for the survey carried out on the composition of the ICC; they are totally 34
issuers.
Firstly it is worth noting that 128 companies are entitled to have access to the simplified
regime (plus the 4 companies whose RPT procedure is not available, for a total of 132),
that is half of the stock exchange list. Typically the relevant reason is the small
company size rather than the recent listing.
The “smaller” and/or “recently listed” companies entrust the ICC with the issuance of
opinions on major transactions with a frequency exceeding the average (38%, against
23% of the other companies). As a matter of fact it seems that the (modest) relaxation
in matter of requirements composition granted by Consob effectively made easier the
adoption of simple and unequivocal solutions.
Figure 63
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g) Framework resolutions
Art. 12 of the Regulation allows the adoption, to the extent it is set forth by RPT
procedures, of framework resolutions relating to a number of homogeneous
transactions with determined categories of related parties. The faculty to adopt framework resolutions was introduced in the procedures of 183 companies, equal to 70% of
the aggregate (see Tab. 44): this option is obviously more frequent in bigger companies
(it is 82% in FTSE Mib, 72% among Mid cap, 69% among Small cap), being generally
more complex.
The adoption of framework resolutions is more frequent among companies having a
more structured governance (indeed, it is more frequent among companies which
adopted the Corporate Governance Code, as well as among those having at least three
independent directors and those having an ICC made up exclusively of independent
directors).
Figure 64
h) The exclusions
A significant number of issuers used the options offered by article 13 of the Regulation,
consisting in the exclusion of certain kind of transactions from the procedures
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application. Indeed, the occurrence of such a circumstance was to be expected, in light
of either the wideness of the number of transactions potentially subject to the
procedures and the complexity and articulated structure of the same.
The use of the exclusion option that, as a matter of fact, is very common, is total or
almost total among the larger companies. On the contrary, how the Corporate
Governance Code is implemented does not seem to affect significantly issuers’
resolutions. Stating that choices are significantly affected by the complex application
requirements eventually produced by the omitted exclusion is deemed correct.
i. “Exiguous amount” transactions
Art. 13, para. 2, of RPT Regulation contemplates the possibility that procedures provide
for identification criteria of “exiguous amount” transactions “to be exempted” from the
regulation provisions: this issue is particularly delicate, because these transactions that
are defined “exiguous” wholly get away from the regulation application (this means that
neither the approval procedures nor the market information regime apply). In addition in
order to guarantee that the identification of the exiguous transactions thresholds does
not cause the getting round of the purposes of the relevant provision, Consob
recommended in the above mentioned Communication no. DEM/10078683 dated 2409-2010, that the companies define, where possible, the exiguous transactions
thresholds in absolute amounts rather than referring to percentage figures. Moreover,
Consob highlighted that the procedures could identify different exiguous transactions
thresholds depending on the kind of transaction or the category of the involved related
party.
The recommendation to determine the exiguous transactions thresholds in absolute
figures was implemented by 242 companies, equal to 92% of the aggregate (see Tab.
46): among these, 164 companies chose a unique threshold, whilst the remaining 78
defined distinct thresholds depending on the kind of transaction or category of the
related party in question.
The adoption of distinct thresholds is significantly affected by the company size (it was
adopted by 58% of FTSE Mib companies, by 34% of the Mid cap and only by 23% of
the Small cap), the relevant sector (it is more frequent in the financial sector, where it is
adopted by 54% of the cases, against 30% in the non financial companies) and the
shareholding structure (it is made by 57% of the publicly-owned companies and this
means that its frequency is double – 29% – of the one that can be found in the family
controlled companies). The adoption of a unique threshold is much more frequent
among companies that do not adhere to the Corporate Governance Code or having
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less structured corporate governance (whose number of independent directors is less
than 3, ICC is made up not only by independent directors).
Figure 65
Where a unique threshold was defined, its average value is € 229.000. Where distinct
thresholds were defined, the minimum average threshold is €156.000 whilst the
average maximum one is € 2.1 million.
The variance of the threshold is quite short among companies that adopted a unique
threshold (the average threshold ranges between € 142.000 as for Small cap and €
546.000 as for FTSE Mib companies). As far as companies that chose distinct
thresholds are concerned, the variance is almost absent in the minimum thresholds
(the average threshold ranges between € 126.000 in the Small cap and € 205.000 in
the FTSE Mib companies); on the contrary, it is very strong in the maximum thresholds
(it is € 744.000 in the average among Small cap, although it increases up to € 1.7
million among Mid cap and € 5.6 million among the FTSE Mib companies). The
maximum values are clearly higher in the financial sector.
3/2012
Figure 66
As far as each single company is concerned, obviously, the exiguous transactions
thresholds are very changeable. Among the cases that are worth mentioning by reason
of a specially low threshold level there are two banks providing for respectively € 2.000
for company gifts and € 25.000 for any other kind of transaction, and € 15.000 for
transactions entered into with officers charged with strategic responsibilities and €
30.000 for any other transaction; also other smaller issuers adopt a very low fixed
threshold (€ 5, 10 or 15.000). Right at the opposite side there are certain companies,
often being big sized companies, that identify fixed thresholds equal to € 1 or 2 million
or fluctuating thresholds ranging between a rather low minimum amount (approximately
€ 200 or 300.000, often applied to transactions entered into with officers entrusted with
strategic responsibilities or, however, with related persons being natural persons) and a
surely higher maximum amount in relation to other kind of transactions that are often
described widely135.
135
Two companies provide for a maximum amount equal to € 20 million (respectively in relation to
transactions with controlled companies and transactions in which the opposite party is a company); seven
companies provide for a € 10,000,000 threshold (respectively in relation to transactions in which the
opposite party is a company; in respect of mergers and de-mergers in which the total assets, on the basis
of the latest financial statement approved, do not exceed such an amount; with reference to transactions
with legal entities whose annual aggregate turnover exceeds € 200 million); in relation to all the
transactions that are others than those entered into with officers provided entrusted with strategic
responsibilities; with reference to capital increase with option right exclusion in favour of company and/or
under 100% controlled companies). A company sets out a maximum threshold equal to € 6 million, three €
5 million, one € 3 million.
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A small number of companies (17, equal to 6% of the aggregate) chose to regard as
significant certain kinds of RPT (even when they are exiguous) and therefore to remove
them from the exclusion: these are very different kinds of transactions, that certain
companies define in broad terms (transactions that may involve risks for investors or
that may affect significantly the company’s assets; no ordinary transactions or
transactions that do not comply with market standard conditions; transactions
pertaining to the Board of Directors pursuant to the law or the by-laws) or in detail
(transfer of trademarks or other immaterial fixed assets real estate transactions,
advisory agreements, purchase and sale of control stakes, other extraordinary
transactions; in one case even the assignment of remuneration to officers entrusted
with strategic responsibilities).
ii. Remuneration plans based on financial instruments
It should be noted that 234 companies (89% of the aggregate) excluded, wholly or
partially, from the application of the procedures the remuneration plans based on
financial instruments approved by the shareholders’ meeting pursuant to article 114-bis
of the Consolidated Financial Act and the relevant transactions carried out pursuant to
such plans (letter a: see Tab. 47). As a matter of fact, the plans are already subject to
regulations ruling the procedures concerning the approval and market information.
Figure 67
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iii. Remuneration for directors and officers entrusted with strategic responsibilities
Furthermore, 228 companies (87% of the aggregate) excluded from the procedures
application resolutions on remuneration for directors charged with special duties and for
officers entrusted with strategic responsibilities (at the conditions set forth by the
Regulation, including the adoption of a remuneration policy136) (letter b).
iv. Standard or market conditions transactions
256 companies equal to 98% of the total (letter c) (see Tab. 47) opted for the exclusion
of ordinary transactions entered into at condition equivalent to the market or standard
ones. More than half of the companies which availed themselves of such an option
clearly explained that such an exclusion is suitable for whatever size of transaction,
also even when the “ordinary” transaction exceeds the thresholds that qualify it as
“major”. In 58% of the cases the exemption relates to the publication of the information
document requested for major transactions pursuant to art. 5, para. 1-7 of RPT
Regulation.
v. Urgent transactions
The faculty to exclude the “urgent transactions” (not included in the shareholders’
meeting competence) as granted by article 13, para. 16, of the Regulation shows a
different trend137. Such an exclusion, requiring a special by-laws amendment, is
136
The adoption of a remuneration policy shall become mandatory by virtue of the expected issuance by
Consob of the application rules of art. 123-ter CFA. Such a provision sets forth that: “At least twenty one
days before the shareholders’ meeting (…) the companies whose shares are listed shall publish a report
on the remuneration (…) to be divided into the two sections set forth by paragraphs 3 and 4 and it shall be
approved by the board of directors (…) The first section (…) shall illustrate: a) the company’s policy on
remuneration of the board of directors’ members, of the general directors and of the officers with strategic
responsibilities with reference at least to the following financial year; b) the procedures used for the
adoption and the implementation of such a policy”. The requirements that continue to be non mandatory in
order to avail of the exemption are the followings: a) the involvement in the policy definition of a committee
whose composition is in line with the Corporate Governance Code recommendations (non executive
directors only, the majority of which being independent) and b) the consistency with the assigned
remuneration policy. It is worth outlining that any procedure expressly assign to a special entity the duty to
check the consistency of the remunerations with the policy. This likely means that such a checking duty is
included in the functions (as well as in the responsibilities) of the person who assign effectively the
remunerations (Board of Directors or Managing Director, depending on the cases), that is subject to the
periodic evaluation of the ICC (according to art.7.C.5 of the Corporate Governance Code, as amended in
2010) and, in any case, to the Board of Statutory Auditors supervision.
137
The provision sets forth that: “If the transaction does not pertain to the competence of the shareholders’
meeting and any shareholders’ meeting authorization is requested, where expressly allowed by the bylaws, in case of urgency (…) RPT are to be executed by way of derogation to articles 7 and 8 and to
3/2012
provided for by 140 companies (53% of the aggregate): it is more frequent in the non
financial sectors (56%; it is 32% in the financial sector) (see Tab. 47).
vi. Intra-group transactions and the “significant interests”
A further exclusion option is set forth by article 14, para. 2 of the Regulation with
reference to transactions “with or between controlled companies, even jointly”, as well
as for transactions with associated companies (hereinafter, “Intra-group transactions”).
In order to effectively avail of such a faculty it is necessary that “no significant interests
(…) of other related parties of the company exist in the controlled or associated
companies that are opposite parties of the transactions. Interests arising out from the
mere sharing of one or more directors or of officers entrusted with strategic
responsibilities are not deemed significant interests”.
The option to exclude, wholly or partially, the intra-group transactions from the
application procedures was used by 246 companies, equal to 94% of the aggregate
(see Tab. 47), including all the FTSE Mib companies and the Mid cap.
Figure 68
Attachment 2, provided that: a) if the transaction to be entered into is included into the functions of the
managing director or the executive committee, the chairman (…) must be informed promptly before
carrying out the transaction; b) subsequently such transactions are submitted to a non binding resolution of
the immediate following ordinary shareholders’ meeting, notwithstanding their effectiveness; c) the calling
body prepares a report adequately explaining the reasons for urgency. The controlling body reports to the
shareholders’ meeting its evaluation in matter of the existence or not of the urgency reasons; d) the report
and the evaluations indicated under letter c) are made available to the public at least 21 days before the
date fixed for the shareholders’ meeting (…); e) by the day following the shareholders’ meeting the
companies make available to the public (…) the information on the vote outcome, with special reference to
the number of votes totally expressed by non related shareholders”. It is worth outlining that, due to the
non binding nature of the resolution, here the whitewash mechanism is not mandatory (see below).
3/2012
The exclusion of intra-group transactions is almost always total, with the only limit given
by the absence of “interests regarded as significant”. In 19 cases (more frequent in the
financial sector) a partial exclusion is set forth138. The most frequent case records are
as follows:
a) The exclusion is limited to transactions whose amount is under certain
thresholds;
b) The exclusion is limited to transactions with totally controlled (directly or
indirectly) or quite totally controlled companies (e.g. 95%), or with controlled
companies in the capital of which any other related party of the issuer holds a
stake exceeding a certain percentage;
c) It is outlined that the exclusion applies to “ordinary” or “market conditions”
transactions only;
d) Certain categories of “significant agreements” that are specifically listed do not
fall within the exclusion.
The procedures set forth in several cases (in 196 cases, equal to 75% of the
aggregate: see Tab. 48) explicit guidelines on how to identify “significant interests”
whose presence does not allow the exclusion. The most frequent method for such an
identification (174 cases, equal to 66% of the aggregate) is the direct provision of
examples (in positive or in negative), that are sometimes referred to actual situations of
the company: this seems to be efficient whenever it is possible to identify clearly “at
risk” situations, at least theoretically139. The provision of examples is issued more
frequently in bigger companies (79% in FTSE Mib, 73% among Mid cap, 61% among
Small cap) and in non financial sectors (68%, against 54% in the financial sector). It is
extremely uncommon that the procedure contains a reference to the definition set forth
by the Regulation (this happens in 4 cases only).
138
Sometimes the partial exemption is provided for under terms that are similar among several companies
of the same group.
139
This means that in such cases certain kind of interests that could potentially involve conflict risks have
been identified. This does not entail that such interests are effectively existing today.
3/2012
Figure 69
The provision of examples is definitely more frequent among companies which set forth
the total exemption of intra-group transactions, save for, indeed, the presence of
“significant interests” (here it is present in 74% of the cases against 20% among other
companies). It is clear that such a provision is actually aimed at checking in advance –
to the extent that it is possible – any uncertain cases and at rendering easier the
procedures application.
The examples mainly refer to the shareholders composition (80% of the cases, mostly
among companies adopting the total exemption, save in case of significant interests)
and/or the sharing with the same of directors or officers entrusted with strategic
responsibilities (79% of the cases); in such latter case, the shared director’s/officer’s
interests often become material if a significant part of his/her remuneration depend on
the economic trend or on the market value of the counterparty’s shares.
On the contrary, the provision of other kinds of significant (or non significant) interests
varies in the opposite direction of the companies size (13% among FTSE Mib, 23%
among Mid cap, 41% among Small cap). As a matter of fact, the kinds of “other”
interests are very different. A list, that is partial however, includes the following
categories:
a) Presumption of interests significance, where the other related party has
significant credits towards the company in which it holds stakes or granted
loans or guarantees in its favour (not proportional to the stakes held in it) or,
3/2012
more generally speaking, it has significant “assets relationships” with the
company in which it holds a stake140;
b) Presumption (or respectively exclusion) of interests significance when their
potential value exceeds (or respectively does not exceed) predetermined
amounts (that sometimes are defined on the basis of the exiguity thresholds or
of the “major” transactions thresholds);
c) Exclusion of interests significance by reason of the mere entering into a “tax
consolidated” that is agreed at symmetrical and/or at market conditions;
d) Presumption of interests significance in presence of undertakings of the
controlled companies set forth by agreements or by laws with the other related
party;
e) Lists of significant RPT or reference to definitions that were approved in
subsequent Board of Directors’ resolutions.
i) The adoption of “equivalent measures”
Articles 7 and 8 of RPT Regulation contemplates that the approval of procedures of
both less and major RPT must set out “equivalent measures” aimed at protecting the
substantial fairness of the transaction, should the company not be provided with a
sufficient number of independent directors.
It is possible to find a description of such measures in 222 companies, equal to 85% of
the aggregate (see Tab. 49). Such measures are normally identified in a single
solution, as a set of rules to be applied, should the number of independent directors be
insufficient or, if this is the case, if the transaction is either minor or major. It is worth
outlining that in this regard the lack of identification of protection measures is not
necessarily due to a poor quality of the procedures. Simply, the complexity of the
procedures as well as the size and the composition of corporate bodies may render
extremely unlikely (that is to say almost impossible) the occurrence of the event
contemplated by the Regulation. This is the case of certain larger companies in the
Stock Exchange list, that are characterized by a split shareholders composition, a large
board of directors and a number of directors exceeding the average.
The most frequent solution (that was adopted in 63% of the cases; the percentage
increases up to 83% in the FTSE Mib and to 91% among publicly-owned companies) is
140
A company widens the definition of significant interests including the mere sharing of directors.
3/2012
represented by the introduction of rules governing the replacement of independent
related directors inside the committee that is charged with the preparation of a
grounded binding opinion. As far as the remaining 37% of the cases is concerned, the
opinion is to be issued by other “alternate” entities (a single independent non related
“remaining” director, the board of statutory auditors, other). In 19 cases (9% of the
aggregate) it is possible to avail of an independent expert or of an entity outside the
company where other solutions are not possible.
Figure 70
Rules governing the replacement of “related” independent directors are definitely more
common among companies that adopted a more complex corporate governance
structure (notably, among such companies that officially adhered to the Corporate
Governance Code, among these companies having at least three independent
directors as well as among these companies having an ICC made up of independent
directors only). Furthermore, such rules are more frequent among companies having
minority directors in the ICC (this data is 81%, against 58% among companies that do
not have representatives of the minorities in the ICC): it is worth outlining this data,
since this is the only case in which the presence of minority directors seems to have a
certain impact on decisions in matter of RPT procedures.
In 159 cases (72% of the aggregate; the percentage increases up to 83% among FTSE
Mib companies) companies provided for “cascade” rules, setting forth how to proceed
actually, should the second best solution not be practicable.
3/2012
j) “Whitewashing”
Art. 8, para. 2 of RPT Regulation allows the companies to set forth as follows: “save for
the by-laws provisions pursuant to the law, the Board of Directors may approve major
transactions despite the adverse opinion of independent directors, provided that the
execution of the relevant transaction has been approved (…) by the shareholders’
meeting, that shall resolve in compliance with article 11, para. 3”, this meaning by way
of the so-called whitewashing system. Basically, it is requested that the majority of non
related shareholders does not express an adverse vote on the relevant transaction, in
addition to the ordinary majority.
The recourse to shareholders’ meeting (through the whitewashing) in order to overtake
the “adverse opinion” of the independent directors is possible, subject to the prior
insertion in the by-laws, in two different cases:
a) For transactions not falling within the shareholders’ meeting competence (that is
transactions falling within the competence of the Board of Directors or
delegated bodies), when the Board of Directors requests the shareholders’
meeting approval to proceed, despite the adverse opinion expressed by the
independent directors;
b) For transactions falling within the shareholders’ meeting competence, when the
Board of Directors submits the transaction to the shareholders’ meeting though
(otherwise such a transaction would result barred, given the adverse opinion of
the independent directors).
The possibility to have recourse to the shareholders’ meeting in order to overtake the
“adverse opinion” of the committee has been set forth respectively by 95 companies
(36% of the aggregate), as far as transactions not falling within the shareholders’
meeting competence are concerned, and by 155 companies (59% of the aggregate), as
far as transactions falling within the shareholders’ meeting competence are concerned
(see Tab. 50)141.
As it is clarified by art. 11, para. 3 of the Regulation, the procedures may set forth that
the execution of a transaction is jeopardized only if non related shareholders attending
the meeting represent at least a certain portion of the voting share capital, however not
exceeding 10%. Such a restriction for the whitewash mechanism is provided for in 70
141
The 4 dualistic companies are to be added to the 95 companies that set forth the first possibility. The 4
dualistic companies set forth the analogous possibilities offered by Attachment 2 of the Regulation, para.
2.1, letter d) and 2.2, letter d); among 155 companies that set forth the second possibility there also 5
dualistic companies (out of 7).
3/2012
cases (74% of the aggregate), quite always with minimum portion of share capital
amounting to 10%; in 7 cases only, a lower threshold is set forth (5 issuers provided for
a 5% threshold; 2 cooperatives set forth lower thresholds, in one case equal to 3%, in
the other equal to 2.5%).
A third case of recourse to the shareholders’ meeting (through whitewash) is based on
art. 11, para. 5 of the Regulation, according to which companies may set forth that RPT
falling within the shareholders’ meeting competence shall be executed – in case of
urgency due to crisis situations –“by way of derogation to the provisions set forth by
para. 1, 2 and 3” of the same article (namely without the previous involvement of and
without independent directors’ opinion) subject to the condition that the shareholders’
meeting resolves according to the whitewash mechanism. Such a possibility was
provided for by 76 companies (29% of the aggregate).
Choices made in respect of the recourse to the shareholders’ meeting (through
whitewash) seem to be due to the decision to contemplate, in the by-laws, the
exclusion pursuant to art. 13, para. 6 of the Regulation (according to such a provision
the execution of “urgent” RPT transactions not falling within the shareholders’ meeting
competence may, upon certain conditions, be removed from the application of rules set
forth by the procedures). Among companies which chose such exclusion, the possibility
to have recourse to the shareholders’ meeting increases up to 46% (it is 25% for the
remaining companies) as far as transactions not falling within shareholders’ meetings
are concerned; up to 70% (it is 47% for the remaining companies) as far as
transactions falling within shareholders’ meetings are concerned; and it is 49% (it is 7%
for the remaining companies) as for transactions in case of urgency due to crisis
situations. 31 companies provided for the possibility to avail of all the four derogations;
43 companies did not set forth derogations.
4.2. Information documents published in the first half-year period of 2011
Upon completion of this survey, a review on major RPTs completed in the first half-year
period after the Regulation became effective was carried out. For such purpose,
Information Documents that were published in the first half-year period of 2011
pursuant to article 5, para. 1 of the Regulation were collected (from NIS and sometimes
from the corporate web sites).
3/2012
Totally 36 transactions were detected (and for which 35 Documents are available142).
On the other hand, it sometimes happens that issuers notify, for transparency reasons,
also the execution of “minor” transactions or, even, “excluded” from the application
scope of the procedures (given that they are “ordinary” ones and entered into at
“market or standard conditions”). Generally it happens, however, by means of press
releases, that is without the publication of a report.
Firstly, in respect of “major” RPT transactions” that were identified with reference to the
first half-year period of 2011 very few ones were carried out by large sized companies:
7 transactions were carried out by Mid cap companies, none was carried out by FTSE
Mib companies. As it was expected, the average amount of the RPT carried out by Mid
cap companies (€ 1,658 million) is significantly higher than this of transactions carried
out by other companies. 16 transactions were carried out by companies that do qualify
as “smaller companies” pursuant to the Regulation: in such circumstances, the average
amount is obviously lower (€ 23.000).
Transactions can be classified into very different categories. An attempt was made in
order to classify them into the following macro-categories:
a) Financing transactions, that were carried out nearly always by listed banks, often
controlled by another listed bank (intra-group financings, issuance of bonds restricted
to banks belonging to the same group, securitization transactions executed with other
banks of the group, amendment of pre-existing real estate lease agreements);
b) Share capital increases with exclusion of the pre-emption right, even in the context
of refinancing pursuant to articles 2446-2447 of the Civil Code, shareholders’
financings that in consideration of the relevant amount and terms are deemed to be,
undoubtedly, mere advance payments for future share capital increases; almost
always, these are transactions carried out for the benefit of companies under financial
crisis (sometimes in the context of real restructuring plans, even pursuant to art. 67 of
the bankruptcy law or through conversion of debts into capital) or where, however, the
lack of support by the controlling shareholder could affect relationships with lenders;
142
As for three cases, after the consultation of both the “press releases” and “notices” sections of the NIS,
it was possible to identify RPT whose information document was not available in the “documents” section.
In two cases, one of which related to a company “suspended and admitted again” to listing, it was possible
to find the report in the relevant company’s website. In the latter case, relating to a company that was
under a deep financial crisis, the press release stated that “The company shall promptly prepare the
information document”; notwithstanding the above, it is still unobtainable. According to such a press
release, it comes out that the transaction in question consists in the incorporation of a newco and in the
subsequent lease of a branch of the going concern to the newco itself. Therefore, this seems to be an
intra-group transaction entered into with a totally controlling company (that the company in question did not
excluded from the application of the procedures, whilst almost all issuers did it).
3/2012
c) Transactions concerning material assets: by way of example purchase/transfer of
stakes from/to significant shareholders (as far as banks are concerned including
purchase/sale of intra-group counters), merger/demerger transactions, incorporation or
winding up of joint ventures; in a certain case, there is a significant emptying out of the
assets (the lease of the whole business activity of the main subsidiary) in favour of a
company controlled by 50% and managed by the Managing Directors of the
subsidiary143;
d) Business transactions with significant shareholders; two cases deal with transactions
entered into with companies controlled by local authorities, that approved the review or
the renewal of public services supply agreement to one or more of the local authorities
holding stakes; the latter case deal with the assignment of plants construction contracts
to opposite parties that are controlled by the company holding a stake of 50% of the
main direct shareholder.
In the first instance, the limited frequency of RPT concerning business matters (only 3)
is impressive. On the contrary, it had to be envisaged the absence of “transactions”
concerning the assignment of remuneration to directors and officers entrusted with
strategic responsibilities that shall hardly trigger the threshold that would render them
“major transactions”. “Major” RPT are almost exclusively financial (loans, capital
increases) or investments/disinvestments (purchase/sale of assets). It is worth
highlighting that, incidentally, – alongside certain very significant transactions – there
are many others without issues that could justify the attention reserved to them in the
application of RPT Regulation: several share capital increases (and similar
transactions) of companies in crisis, intra-group transactions with totally owned
companies, certain joint venture transactions and a large part of the intra-group
financings.
The reasons behind the existence of a relationship (that could be more than one for
each transaction) are various. In 15 cases the counterparty is directly the controlling
shareholder, in 5 cases a shareholder having a significant influence, in 10 cases a
company with which certain directors are shared, in 11 cases a company that is subject
to the common control or the significant influence of the controlling shareholder; in one
case a connected company; in one case the reason is that the shareholder being the
counterparty in the transactions is the main supplier of the company.
143
Sometimes transactions that seem to be out from the application scope of the procedure are reported.
A company points out the transfer of an intra-group stake (excluded) to an almost totally controlling
company (as at 99,95%); another company points out the winding up of a joint venture with a third party (in
respect of which no “significant interests” are highlighted).
3/2012
In 6 cases the transaction falls within the shareholders’ meeting competence, in 5 it is
stated that the relevant transaction is entered at market conditions, in 2 publicly-owned
companies negotiations were carried out prior to the entry into force of the Regulation.
In one case the document describes a transaction that was carried out by a company
controlled by the issuer with an entity that is, on its own turn, the shareholder having “a
material and significant influence” of the company controlling the issuer: therefore, it
seems that the transaction may be deemed as carried out “through” a controlled
company144.
In 27 cases the (positive) opinion of the Committee or of the existing independent
directors is attached to the Document. In 6 cases (3 of which in the banking sector) the
independent experts' opinion to support decisions has been requested.
The reviewed Documents have an average number of pages equal to 11.2 (without
attachments) and 17.5 (with the attachments, if any, on average consisting of 7,8
pages, basically made up by the committees’ and experts’ opinions to support the
transaction). The opinions are often concise, basically resulting in an acknowledgment
of the information received and of the procedural rules, after having reviewed the same
the opinion is favourable, generally without further qualifications. There are however
exceptions, notably in case of transactions contemplating the purchase, the sale or
contribution of assets, typically combined with fairness opinions that can be rather
voluminous.145
Certain opinions, however, do have a rich information content. A report contains an
opinion of the committee (wholly made up of independent directors, despite the issuer
may be regarded as a "small size" issuer) especially detailed: a) description of the
transaction - complex indeed; b) requirements and reasons for the committee's
intervention; c) description of the review proceedings, with particular reference to the
information requested to the management; d) review and assessment of the company's
interest to entering into the transaction as well as of the convenience and the
144
Peculiar is the procedure followed in such a case, one of the two cases occurred during the entry into
force of the RPT procedure (the other is a joint-venture break up). The transaction has been carried out by
the management with the support of the in-house counsel. The negotiation (for the supply of heating
services) took place before the entry into force of the procedure, that is in 2010. The RPT Committee has
been informed and activated "starting from the expression of interest" by the opposite party (March 2011).
The Committee collected all information regarding the transaction and met on March 16, 2011, approving
unanimously the transaction with a grounded opinion, concisely set out in the Information Document, The
transaction has been approved by the Board of Directors on March 22, 2011 with the unanimous vote of
the 19 directors attending, 6 of them being independent. The agreement has been signed on June 9, 2011.
145
The extreme case is a transaction contemplating the merger of a controlled company, where the
Information Document contains a 143 pages attachment.
3/2012
substantial appropriateness of the relevant terms; e) conclusions setting out both the
convenience of the transaction and the risks it implies for the issuer.
3/2012
ATTACHMENTS
132 Listed Companies on 31/3/2011 (index composition at the same date)
Company name
Sector
Index
FTSE SMALL CAP
NON-FINANCIAL
A.S. Roma
FTSE MIB
NON-FINANCIAL
A2A
FTSE MID CAP
NON-FINANCIAL
Acea
FTSE SMALL CAP
NON-FINANCIAL
Acegas-Aps
FTSE SMALL CAP
NON-FINANCIAL
Acotel Group
FTSE SMALL CAP
NON-FINANCIAL
Acque Potabili
FTSE SMALL CAP
NON-FINANCIAL
Acsm-Agam
FTSE SMALL CAP
NON-FINANCIAL
Aedes
FTSE
SMALL
CAP
NON-FINANCIAL
Aeffe
FTSE MICRO CAP
NON-FINANCIAL
Aeroporto di Firenze
FTSE SMALL CAP
NON-FINANCIAL
Aicon
FTSE SMALL CAP
NON-FINANCIAL
Alerion Cleanpower
FTSE MID CAP
NON-FINANCIAL
Amplifon
FTSE MIB
NON-FINANCIAL
Ansaldo STS
FTSE SMALL CAP
NON-FINANCIAL
Antichi Pellettieri
FTSE SMALL CAP
NON-FINANCIAL
Apulia Prontoprestito
FTSE SMALL CAP
NON-FINANCIAL
Arena
FTSE SMALL CAP
NON-FINANCIAL
Arkimedica
FTSE MID CAP
NON-FINANCIAL
Arnoldo Mondadori Editore
FTSE MID CAP
NON-FINANCIAL
Ascopiave
FTSE MID CAP
NON-FINANCIAL
Astaldi
FTSE MIB
NON-FINANCIAL
Atlantia
FTSE MIB
NON-FINANCIAL
Autogrill
FTSE
MID
CAP
NON-FINANCIAL
Autostrada TO-MI
FTSE SMALL CAP
NON-FINANCIAL
Autostrade Meridionali
FTSE MIB
NON-FINANCIAL
Azimut Holding
FTSE SMALL CAP
NON-FINANCIAL
B&C Speakers
FTSE MID CAP
FINANCIAL
Banca Carige
FTSE SMALL CAP
FINANCIAL
Banca Finnat
FTSE MID CAP
NON-FINANCIAL
Banca Generali
FTSE SMALL CAP
NON-FINANCIAL
Banca Ifis
FTSE MID CAP
NON-FINANCIAL
Banca Intermobiliare
FTSE MIB
FINANCIAL
Banca Monte Dei Paschi Di Siena
FTSE MID CAP
FINANCIAL
Banca Popolare di Sondrio
FTSE MID CAP
FINANCIAL
Banca Popolare Emilia Romagna
FTSE SMALL CAP
FINANCIAL
Banca Popolare Etruria e Lazio
FTSE MIB
FINANCIAL
Banca Popolare Milano
FTSE MICRO CAP
FINANCIAL
Banca Popolare Spoleto
Company name
Banca Profilo
Banco di Desio e Brianza
Banco di Sardegna
Banco Popolare
Basicnet
Bastogi
Bee Team
Beghelli
Benetton Group
Beni Stabili
Best Union Company
Bialetti Industrie
Biancamano
Biesse
Boero Bartolomeo
Bolzoni
Bonifiche Ferraresi
Borgosesia
Brembo
Brioschi
Bulgari
Buongiorno
Buzzi Unicem
Cad It
Cairo Communication
Caleffi
Caltagirone
Caltagirone Editore
Camfin
Campari
Cape Listed Investment Vehicle In Equity
Carraro
Cattolica Assicurazioni
Cdc Point
Cembre
Cementir Holding
Centrale del Latte di Torino
Chl
Index
FTSE SMALL CAP
FTSE MID CAP
FTSE SMALL CAP
FTSE MIB
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE MID CAP
FTSE MID CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE MICRO CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE MICRO CAP
FTSE MID CAP
FTSE SMALL CAP
FTSE MIB
FTSE SMALL CAP
FTSE MIB
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
OTHERS
FTSE SMALL CAP
FTSE SMALL CAP
FTSE MIB
FTSE MICRO CAP
FTSE SMALL CAP
FTSE MID CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE MID CAP
FTSE SMALL CAP
FTSE SMALL CAP
Sector
NON-FINANCIAL
FINANCIAL
FINANCIAL
FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
Company name
Ciccolella
CIR
Class Editori
Cobra Automotive Technologies
Cofide
Cogeme Set
Compagnia Immobiliare Azionaria
Conafi Prestito'
Credito Artigiano
Credito Bergamasco
Credito Emiliano
Credito Valtellinese
Crespi
Csp International
Dada
Damiani
Danieli & C
Datalogic
De' Longhi
DeA Capital
Diasorin
Digital Bros
Dmail Group
Dmt-Digital Multimedia Technologies
Edison
Eems
El.En.
Elica
Emak
Enel
Enel Green Power
Enervit
Engineering
Eni
Erg
Erg Renew
Ergycapital
Esprinet
Index
OTHERS
FTSE MID CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE MID CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE MID CAP
OTHERS
FTSE MID CAP
FTSE MID CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE MID CAP
FTSE MID CAP
FTSE MID CAP
FTSE MID CAP
FTSE MIB
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE MID CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE MIB
FTSE MIB
FTSE MICRO CAP
FTSE SMALL CAP
FTSE MIB
FTSE MID CAP
OTHERS
FTSE SMALL CAP
FTSE MID CAP
Sector
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
FINANCIAL
FINANCIAL
FINANCIAL
FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
Company name
Eurotech
Exor
Exprivia
Falck Renewables
Fiat
Fidia
Fiera Milano
Finarte Casa D'aste
Finmeccanica
FNM
Fondiaria - Sai
Fullsix
Gabetti Property Solutions
Gas Plus
Gefran
Gemina
Generali Assicurazioni
Geox
Gewiss
Greenvision Ambiente
Gruppo Ceramiche Ricchetti
Gruppo Coin
Gruppo Editoriale L'Espresso
Gruppo Minerali Maffei
Gruppo Mutuionline
Hera
I Grandi Viaggi
Igd Siiq
Il Sole 24 Ore
IMA
Immsi
Impregilo
Indesit Company
Industria e Innovazione
Intek
Interpump Group
Intesa Sanpaolo
Investimenti e Sviluppo
Index
FTSE SMALL CAP
FTSE MIB
FTSE SMALL CAP
FTSE SMALL CAP
FTSE MIB
FTSE SMALL CAP
FTSE SMALL CAP
OTHER
FTSE MIB
FTSE SMALL CAP
FTSE MIB
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE MID CAP
FTSE MIB
FTSE MID CAP
OTHERS
FTSE SMALL CAP
FTSE SMALL CAP
FTSE MID CAP
FTSE MID CAP
FTSE MICRO CAP
FTSE MICRO CAP
FTSE MID CAP
FTSE SMALL CAP
FTSE MID CAP
FTSE SMALL CAP
FTSE MID CAP
FTSE SMALL CAP
FTSE MIB
FTSE MID CAP
FTSE MICRO CAP
FTSE SMALL CAP
FTSE MID CAP
FTSE MIB
FTSE SMALL CAP
Sector
NON- FINANCIAL
NON- FINANCIAL
NON- FINANCIAL
NON- FINANCIAL
NON- FINANCIAL
NON- FINANCIAL
NON- FINANCIAL
NON- FINANCIAL
NON- FINANCIAL
NON- FINANCIAL
FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
FINANCIAL
NON-FINANCIAL
Company name
Irce
Iren
Isagro
Itway
Italcementi
Italmobiliare
IW Bank
Juventus Football Club
K.R. Energy
Kerself
Kinexia
Kme Group
La Doria
Landi Renzo
Le Buone Società
Lottomatica
Luxottica Group
Maire Tecnimont
Management & Capitali
Marcolin
Marr
Mediacontech
Mediaset
Mediobanca
Mediolanum
Meridiana Fly
Meridie
Mid Industry Capital
Milano Assicurazioni
Mittel
Molmed
Mondo He
Mondo Tv
Monrif
Montefibre
Monti Ascensori
Nice
Noemalife
Index
FTSE SMALL CAP
FTSE MID CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE MID CAP
FTSE MID CAP
OTHERS
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE MID CAP
FTSE SMALL CAP
FTSE MIB
FTSE MIB
FTSE MID CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE MID CAP
FTSE MICRO CAP
FTSE MIB
FTSE MIB
FTSE MIB
FTSE SMALL CAP
FTSE MICRO CAP
FTSE MICRO CAP
FTSE MID CAP
FTSE MICRO CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE MID CAP
FTSE MICRO CAP
Sector
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
FINANCIAL
FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
Company name
Nova Re
Olidata
Panariagroup Industrie Ceramiche
Parmalat
Piaggio & C
Pierrel
Pininfarina
Piquadro
Pirelli & C.
Poligrafica San Faustino
Poligrafici Editoriale
Poltrona Frau
Pramac
Prelios
Premafin Finanziaria Hp
Premuda
Prima Industrie
Prysmian
Ratti
Rcf Group
Rcs Mediagroup
Rdb
Recordati
Reno De Medici
Reply
Retelit
Richard Ginori 1735
Risanamento
Rosss
S.S. Lazio
Sabaf
Sadi Servizi Industriali
Saes Getters
Safilo Group
Saipem
Saras
Sat
Save
Index
OTHERS
FTSE SMALL CAP
FTSE SMALL CAP
FTSE MIB
FTSE MID CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE MIB
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE MID CAP
FTSE SMALL CAP
FTSE MICRO CAP
FTSE SMALL CAP
FTSE MIB
OTHERS
FTSE SMALL CAP
FTSE MID CAP
FTSE SMALL CAP
FTSE MID CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE MID CAP
FTSE MIB
FTSE MID CAP
FTSE MICRO CAP
FTSE MID CAP
Sector
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
Company name
Screen Service Broadcasting Technologies
Seat Pagine Gialle
Servizi Italia
Sias
Snai
Snam Rete Gas
SO.PA.F
Socotherm
Sogefi
Sol
Sorin
Stefanel
Tamburi Investment Partners
Tas
Telecom Italia
Telecom Italia Media
Terna
Ternienergia
Tesmec
Tiscali
Tod'S
Toscana Finanza
Trevi Fin Industriale
Txt
Unicredito Italiano
Unione di Banche Italiane
Unipol
Valsoia
Vianini Industria
Vianini Lavori
Vittoria Assicurazioni
Yoox
Zignago Vetro
Zucchi
Index
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE MID CAP
FTSE SMALL CAP
FTSE MIB
FTSE SMALL CAP
OTHERS
FTSE MID CAP
FTSE MICRO CAP
FTSE MID CAP
FTSE SMALL CAP
FTSE MICRO CAP
OTHERS
FTSE MIB
FTSE SMALL CAP
FTSE MIB
FTSE SMALL CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE MIB
FTSE SMALL CAP
FTSE MID CAP
FTSE SMALL CAP
FTSE MIB
FTSE MIB
FTSE MID CAP
OTHERS
FTSE MICRO CAP
FTSE SMALL CAP
FTSE SMALL CAP
FTSE MID CAP
FTSE MID CAP
FTSE SMALL CAP
Sector
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
FINANCIAL
FINANCIAL
FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
Companies listed on AIM Italia (not included in the monitoring)
Fintel Energia Group
First Capital
Ikf
Methorios Capital
Neurosoft
Pms
PolIgrafici Printing
Tbs Group
Unione Alberghi Italiani
Vita Società Editoriale
VrWay Communication
Foreign companies (not included in the monitoring)
D'Amico International SPhillips
Aegon
Agea
Daimler
Ppr
Ahold Kon
Danone
Renault
Alcatel-Lucent
Deutsche Bank
Rwe
Allianz
Deutsche Telekom
Sanofi
Axa
E.On
Sap
Banco Santander
France Telecom
Siemens
Basf
Gdf Suez
Societe Generale
Bayer
Ing Groep
Stmicroelectronics
Bb Biotech
Italy1 Investment
Telefonica
Bmw
L'Oreal
Tenaris
Bnp Paribas
Lvmh
Total
Munich Re
Unilever
Carrefour
Cell Therapeutics
Neurosoft
Vivendi
Nokia Corporation
Credit Agricole
TAB.1: GENERAL
INFORMATION
INDEX
FTSE MIB
FTSE MID CAP
FTSE SMALL CAP
FTSE MICRO CAP
OTHERS
STAR
OTHERS
FINANCIAL
NON-FINANCIAL
TOTAL
Year
2011
2010
2009
2008
2011
2010
2009
2008
2011
2010
2009
2008
2011
2010
2009
2008
2011
2010
2009
2007
Number of companies that
have (formally) adopted the
Corporate Governance
Companies that adopt the Companies that adopt the Companies that adopt the
two-tier model
Code
traditional Board model
one-tier model
# No.
%
# No.
%
# No.
%
# No.
%
37 33
89,2%
37
0
0,0%
37
4
10,8%
37 37
100,0%
37 33
89,2%
37
0
0,0%
37
4
10,8%
37 37
100,0%
39 34
87,2%
39
0
0,0%
39
5
12,8%
39 39
100,0%
37 34
91,9%
37
0
0,0%
37
3
8,1%
37 37
100,0%
60 60
100,0%
60
0
0,0%
60
0
0,0%
60 58
96,7%
61 60
98,4%
61
1
1,6%
61
0
0,0%
61 59
96,7%
60 59
98,3%
60
1
1,7%
60
0
0,0%
60 59
98,3%
43 43
100,0%
43
0
0,0%
43
0
0,0%
43 41
95,3%
134 129
96,3%
134 3
2,2%
134 2
1,5%
134 129
96,3%
149 145
97,3%
149 2
1,3%
149 2
1,3%
149 142
95,3%
140 135
96,4%
140 3
2,1%
140 2
1,4%
140 138
98,6%
Number of companies
disclosing why they did not
adopt the Code
# No.
%
0
0
n.d.
0
0
n.d.
Number of companies that
explicitly not adopt singol
criteria
# No.
%
37
5
13,5%
37
6
16,2%
39
9
23,1%
2
2
1
1
50,0%
50,0%
60
61
60
5
3
7
8,3%
4,9%
11,7%
5
7
2
2
40,0%
28,6%
134 17
149 18
140 9
12,7%
12,1%
6,4%
The CG Report follows
the "Experimental
Format for CG Report"
issued by the Italian
Stock Exchange
# No.
%
37 22
59,5%
37 19
51,4%
39 19
48,7%
37 13
35,1%
60 46
76,7%
61 44
72,1%
60 34
56,7%
43 24
55,8%
134 115
85,8%
149 117
78,5%
140 84
60,0%
Number of companies
including in their CG
Report the tables
suggested by the Format
# No.
%
37 21
56,8%
37 30
81,1%
39 27
69,2%
37 26
70,3%
60 32
53,3%
61 47
77,0%
60 25
41,7%
43 18
41,9%
134 76
56,7%
149 80
53,7%
140 52
37,1%
19
12
22
18
11
21
94,7%
91,7%
95,5%
19
12
22
0
0
0
0,0%
0%
0,0%
19
12
22
1
1
1
5,3%
8,3%
4,5%
19
12
22
16
10
17
84,2%
83,3%
77,3%
3
2
2
1
66,7%
50,0%
19
12
21
2
0
2
10,5%
0,0%
9,5%
19
12
21
18
11
16
94,7%
91,7%
76,2%
19
12
21
13
10
3
68,4%
83,3%
14,3%
12
13
21
12
13
21
100,0%
100,0%
100,0%
12
13
21
0
0
0
0,0%
0,0%
0,0%
12
13
21
0
0
0
0,0%
0,0%
0,0%
12
13
20
9
10
16
75,0%
76,9%
80,0%
3
3
2
0
66,7%
0,0%
12
13
19
2
0
1
16,7%
0,0%
5,3%
12
13
19
8
10
10
66,7%
76,9%
52,6%
12
13
19
6
8
7
50,0%
61,5%
36,8%
2011
2010
2009
2008
2011
2010
2009
2007
72
71
71
79
190
201
211
70
69
69
77
182
193
201
97,2%
97,2%
97,2%
97,5%
95,8%
96,0%
95,3%
72
71
71
79
190
201
211
2
2
2
2
1
1
2
2,8%
2,8%
2,8%
2,5%
0,5%
0,5%
0,9%
72
71
71
79
190
201
211
0
0
0
0
7
7
8
0,0%
0,0%
0,0%
0,0%
3,7%
3,5%
3,8%
72 72
71 71
71 70
79 79
190 177
201 187
210 199
100,0%
100,0%
98,6%
100,0%
93,2%
93,0%
94,8%
0
0
0
0
n.d.
n.d.
13
14
7
4
53,8%
28,6%
72
6
71
7
71
3
79
2
190 25
201 20
208 25
8,3%
9,9%
4,2%
2,5%
13,2%
10,0%
12,0%
72
71
71
79
190
201
208
64
60
45
37
145
141
118
88,9%
84,5%
63,4%
46,8%
76,3%
70,1%
56,7%
72
71
71
79
190
201
208
42
44
28
34
106
131
86
58,3%
62,0%
39,4%
43,0%
55,8%
65,2%
41,3%
2011
2010
2009
2008
2011
2010
2009
2008
28
29
33
37
234
243
249
256
25
26
29
34
227
236
241
248
89,3%
89,7%
87,9%
91,9%
97,0%
97,1%
96,8%
96,9%
28
29
33
37
234
243
249
256
0
0
0
0
3
3
4
4
0,0%
0,0%
0,0%
0,0%
1,3%
1,2%
1,6%
1,6%
28
29
33
37
234
243
249
256
3
3
4
3
4
4
4
4
10,7%
10,3%
12,1%
8,1%
1,7%
1,6%
1,6%
1,6%
28
29
32
35
234
243
249
256
25
26
30
34
224
232
239
243
89,3%
89,7%
93,8%
97,1%
95,7%
95,5%
96,0%
94,9%
3
3
1
1
33,3%
33,3%
10
11
6
3
60,0%
27,3%
28
29
31
35
234
243
248
256
5
5
9
6
26
22
19
12
17,9%
17,2%
29,0%
17,1%
11,1%
9,1%
7,7%
4,7%
28
29
31
35
234
243
248
256
18
18
16
18
191
183
147
118
64,3%
62,1%
51,6%
51,4%
81,6%
75,3%
59,3%
46,1%
28
29
31
35
234
243
248
256
12
20
14
16
136
155
100
118
42,9%
69,0%
45,2%
45,7%
58,1%
63,8%
40,3%
46,1%
2011
2010
2009
2008
262
272
282
293
252
262
270
282
96,2%
96,3%
95,7%
96,2%
262
272
282
293
3
3
4
4
1,1%
1,1%
1,4%
1,4%
262
272
282
293
7
7
8
7
2,7%
2,6%
2,8%
2,4%
262
272
281
291
249
258
269
277
95,0%
94,9%
95,7%
95,2%
13
14
7
4
53,8%
28,6%
262
272
279
291
31
27
28
18
11,8%
9,9%
10,0%
6,2%
262
272
279
291
209
201
163
136
79,8%
73,9%
58,4%
46,7%
262
272
279
291
148
175
114
134
56,5%
64,3%
40,9%
46,0%
TAB.2: INFORMATION ABOUT
The company
CORPORATE GOVERNANCE AND The company discloses
discloses the
the existence of
OWNERSHIP STRUCTURES
restrictions on the
existence of securities
transfer of securities ex with special control
rights ex art. 123-bis,
art. 123-bis, para 1,
para 1, lett.d) CLF
lett.b) CLF
INDEX
Year
# No.
%
# No.
%
FTSE MIB
FTSE MID CAP
FTSE SMALL CAP
FTSE MICRO CAP
OTHERS
STAR
The company discloses
the existence of
restrictions on voting
rights ex art. 123-bis,
para 1, lett.f) CLF
# No.
%
Agreements which
The company discloses the
Agreements which Agreements which
envisage
The company
existence of agreements with
envisage
envisage indemnities indemnities in the discloses the '"optthe existence of
envisage indemnities to directors
indemnities in the
in the even of
event of takeover out" to passivity rule
"change of control"
in the event of resignation or
event of
dismissal withouit
bid/Change of
in the event of hostile
clauses ex art. 123-bis, dismissal ex art. 123-bis, para 1,
resignation
just cause
control
takeover bid
para 1, lett.h) CLF
lett.i) CLF
# No.
%
#
No.
%
# No.
%
# No.
%
# No.
%
# No.
%
2011
37
13
35,1%
37
6
16,2%
37
12
32,4%
37
30
81,1%
37
17
45,9%
2010
2009
37
12
32,4%
37
6
16,2%
37
13
35,1%
37
28
76%
37
15
40,5%
2011
60
14
23,3%
60
1
1,7%
60
12
20,0%
60
29
48,3%
60
15
25,0%
2010
2009
61
12
19,7%
61
0
0,0%
61
9
14,8%
61
33
54,1%
61
12
19,7%
2011
134 20
14,9%
134
1
0,7%
134
9
6,7%
134 53
39,6%
134
14
10,4%
2010
2009
149 16
10,7%
149
1
0,7%
149
5
3,4%
149 50
34%
149
11
7,4%
2011
19
5
26,3%
19
2
10,5%
19
0
0,0%
19
5
26,3%
19
2
10,5%
2010
2009
12
2
16,7%
12
1
8,3%
12
0
0,0%
12
3
25,0%
12
2
16,7%
2011
12
3
25,0%
12
0
0,0%
12
1
8,3%
12
5
41,7%
12
1
8,3%
2010
2009
13
2
15,4%
13
0
0,0%
13
1
7,7%
13
4
30,8%
13
0
0,0%
2011
72
8
11,1%
72
0
0,0%
72
2
2,8%
72
27
37,5%
72
13
18,1%
2010
71
6
8,5%
71
0
0,0%
71
0
0,0%
71
24
33,8%
71
10
14,1%
2011
190 47
24,7%
190 10
5,3%
190 32
16,8%
190 95
50,0%
190
36
18,9%
2010
201 38
18,9%
201
4,0%
201 28
13,9%
201 94
46,8%
201
30
14,9%
17 13
76,5%
17 17
100,0%
17
6
35,3%
37
1
2,7%
15
8
53,3%
15 15
100,0%
15
5
33,3%
60
0
0,0%
14 10
71,4%
14 13
92,9%
14
5
35,7%
134
0
0,0%
2
1
50,0%
2
2
100,0%
2
0
0,0%
19
0
0,0%
1
0
0,0%
1
1
100,0%
1
0
0,0%
12
0
0,0%
13
9
69,2%
13 13
100,0%
13
7
53,8%
72
0
0,0%
36 23
63,9%
36 35
97,2%
36
9
25,0%
190
1
0,5%
5
3
60,0%
5
5
100,0%
5
0
0,0%
28
0
0,0%
44 29
65,9%
44 43
97,7%
44 16
36,4%
234
1
0,4%
49 32
65,3%
49 48
98,0%
49 16
32,7%
262
1
0,4%
2009
OTHERS
FINANCIAL
8
2011
28
13
46,4%
28
0
0,0%
28
14
50,0%
28
9
32,1%
28
5
17,9%
2010
29
13
44,8%
29
0
0,0%
29
11
37,9%
29
12
41,4%
29
4
13,8%
2009
NON-FINANCIAL
TOTAL
2011
234 42
17,9%
234 10
4,3%
234 20
8,5%
234 113
48,3%
234
44
18,8%
2010
2009
243 31
12,8%
243
8
3,3%
243 17
7,0%
243 106
43,6%
243
36
14,8%
2011
262 55
21,0%
262 10
3,8%
262 34
13,0%
262 122
46,6%
262
49
18,7%
2010
2009
272 44
16,2%
272
2,9%
272 28
10,3%
272 118
43,4%
272
40
14,7%
8
Companies disclose the
existence of a structured
process of "succession
planning" to Executive
Directors
TAB.3 PRESENCE AND FEATURES
OF A "SUCCESSION PLAN"
Companies disclose the existence of
a succession plans
Companies where exist a
succession plan
Companies who identified
the corporate bodies
involved in the plan
establishment
Companies giving information about
mode and timing of the plan
INDEX
Year
#
No.
%
#
No.
%
#
No.
%
#
No.
%
#
No.
%
FTSE MIB
2011
37
26
70,3%
37
3
8,1%
3
2
66,7%
3
1
33,3%
3
1
33,3%
FTSE MID CAP
2011
60
2
3,3%
60
0
0,0%
0
0
n.a.
0
0
n.a.
0
0
n.a.
FTSE SMALL CAP
2011
134
9
6,7%
134
0
0,0%
0
0
n.a.
0
0
n.a.
0
0
n.a.
FTSE MICRO CAP
2011
19
0
0,0%
19
0
0,0%
0
0
n.a.
0
0
n.a.
0
0
n.a.
OTHERS
2011
12
1
8,3%
12
0
0,0%
0
0
n.a.
0
0
n.a.
0
0
n.a.
STAR
2011
72
7
9,7%
72
0
0,0%
0
0
n.a.
0
0
n.a.
0
0
n.a.
OTHES
2011
190
31
16,3%
190
3
1,6%
3
2
66,7%
3
1
33,3%
3
1
33,3%
FINANCIAL
2011
28
7
25,0%
28
1
3,6%
1
1
100,0%
1
0
0,0%
1
1
100,0%
NON-FINANCIAL
2011
234
31
13,2%
234
2
0,9%
2
1
50,0%
2
1
50,0%
2
0
0,0%
TOTAL
2011
262
38
14,5%
262
3
1,1%
3
2
66,7%
3
1
8,3%
3
1
33,3%
TAB.4: BOARD OF DIRECTORS,
EXECUTIVE COMMITEE AND
BOARD OF STATUTORY AUDITORS
Number of
companies providing
information of
Executive Committee
meetings
# No.
%
10 10
100,0%
12 12
100,0%
10 10
100,0%
Number of companies
providing information on
the frequency of the
Board of Statutory
Auditors' meetings
# No.
%
33 33
100,0%
33 33
100,0%
34 34
100,0%
Number of companies
providing detailed
information on power
delegated to executive
directors (if present)
# No.
%
36 35
97,2%
36 34
94,4%
38 37
97,4%
Number of companies
providing detailed
information on power
delegated to Executive
Commitee
#
No.
%
10
10
100,0%
12
12
100,0%
10
9
90,0%
Year
2011
2010
2009
Number of companies
the frequency of Board of
Directors' meetings
# No.
%
37 37
100,0%
37 37
100,0%
39 39
100,0%
FTSE MID CAP
2011
2010
2009
60
61
60
60
61
60
100,0%
100,0%
100,0%
9,8
9,8
9,4
19
20
21
19
20
21
100,0%
100,0%
100,0%
15,2
13,4
9,7
60
60
59
59
58
57
98,3%
96,7%
96,6%
13,6
12,1
11,7
60
61
60
59
60
60
98,3%
98,4%
100,0%
19
20
21
19
20
19
100,0%
100,0%
90,5%
FTSE SMALL CAP
2011
2010
2009
134 133
149 147
140 136
99,3%
98,7%
97,1%
9,9
9,8
9,5
8
8
6
6
6
4
75,0%
75,0%
66,7%
5,0
4,8
3,0
129 123
145 137
135 121
95,3%
94,5%
89,6%
9,0
8,2
7,9
132 129
145 137
137 134
97,7%
94,5%
97,8%
8
8
6
6
6
7
75,0%
75,0%
116,7%
FTSE MICRO CAP
2011
2010
2009
19
12
21
18
12
19
94,7%
100,0%
90,5%
11,2
9,9
9,6
3
1
3
2
1
3
66,7%
100,0%
100,0%
7,5
5,0
9,3
18
11
20
17
11
14
94,4%
100,0%
70,0%
10,1
8,2
6,7
18
11
20
18
11
19
100,0%
100,0%
95,0%
3
1
3
3
1
3
100,0%
100,0%
100,0%
OTHERS
2011
2010
2009
12
13
19
12
13
19
100,0%
100,0%
100,0%
10,5
15,8
10,6
2
3
2
1
2
2
50,0%
66,7%
100,0%
16,0
15,0
14,0
12
13
19
11
13
17
91,7%
100,0%
89,5%
10,3
14,0
11,2
11
11
17
11
10
17
100,0%
90,9%
100,0%
2
3
2
1
3
2
50,0%
100,0%
100,0%
2011
2010
2009
2008
2011
2010
2009
72
71
71
79
190
201
208
72
71
70
77
188
199
203
100,0%
100,0%
98,6%
97,5%
98,9%
99,0%
97,6%
8,8
8,3
8,8
9,4
10,8
11,1
10,4
4
4
4
5
38
40
38
3
4
4
5
35
37
36
75,0%
100,0%
100,0%
100,0%
92,1%
92,5%
94,7%
8,0
6,8
6,5
8,2
12,2
11,1
9,6
70
69
69
77
182
193
198
68
67
65
68
175
185
178
97,1%
97,1%
94,2%
88,3%
96,2%
95,9%
89,9%
8,9
7,8
7,9
7,6
12,6
11,5
10,7
72
71
70
78
185
193
202
71
67
69
74
181
185
198
98,6%
94,4%
98,6%
94,9%
97,8%
95,9%
98,0%
4
4
4
5
38
40
38
4
4
4
5
35
38
36
100,0%
100,0%
100,0%
100,0%
92,1%
95,0%
94,7%
2011
2010
2009
2008
2011
2010
2009
2008
28
29
31
35
234
243
248
256
27
28
31
35
233
242
242
244
96,4%
96,6%
100,0%
100,0%
99,6%
99,6%
97,6%
95,3%
15,7
15,5
15,5
13,9
9,6
9,7
9,3
9,5
16
16
15
20
26
28
27
29
15
15
15
20
23
26
25
26
93,8%
93,8%
100,0%
100,0%
88,5%
92,9%
92,6%
89,7%
21,5
21,8
16,6
16,6
5,6
4,3
5,0
4,5
25
26
27
32
227
236
240
248
23
23
26
30
220
229
217
217
92,0%
88,5%
96,3%
93,8%
96,9%
97,0%
90,4%
87,5%
31,6
26,9
24,6
19,2
9,4
8,9
8,2
8,3
24
24
28
29
233
240
244
252
23
20
27
27
229
232
240
240
95,8%
83,3%
96,4%
93,1%
98,3%
96,7%
98,4%
95,2%
16
16
15
20
26
28
27
29
15
15
15
18
24
27
25
27
93,8%
93,8%
100,0%
90,0%
92,3%
96,4%
92,6%
93,1%
2011
2010
2009
2008
262
272
279
291
260
270
273
279
99,2%
99,3%
97,8%
95,9%
10,2
10,3
10,0
10,1
42
44
42
49
38
41
40
46
90,5%
93,2%
95,2%
93,9%
11,8
10,7
9,3
9,8
252
262
267
280
243
252
243
247
96,4%
96,2%
91,0%
88,2%
11,5
10,6
10,0
9,6
257
264
272
281
252
252
267
267
98,1%
95,5%
98,2%
95,0%
42
44
42
49
39
42
40
45
92,9%
95,5%
95,2%
91,8%
INDEX
FTSE MIB
STAR
OTHERS
FINANCIAL
NON-FINANCIAL
TOTAL
Number of
meetings
µ
11,4
11,8
12,4
Number of
meetings
µ
10,1
8,9
10,1
Number of
meetings
µ
18,7
17,2
15,2
TAB.5: ATTENDANCE TO BOARD
MEETING AND OTHER POSITIONS
Number of companies
HELD BY DIRECTORS AND
providing information on the
STATUTORY AUDITORS
attendance of each director to
board meetings; attendance to
meetings (average data per
company)
INDEX
FTSE MIB
FTSE MID CAP
FTSE SMALL CAP
FTSE MICRO CAP
OTHERS
STAR
OTHERS
FINANCIAL
NON-FINANCIAL
TOTAL
Number of companies
providing information
on positions held by
directors in other
companies
Number of companies providing
information on the attendance of
Number of companies
Number of directors in the
each statutory auditors to board
which: a) have an
Executive Commitee (%
of Auditors; attendance to
Executive Committe and
values of the total of their
meetings (average data per
b) provide information on BoD); attendance to meetings
company)
(average data per company)
its composition
Number of companies
positions held by
Statutory Auditors in
other companies
Year
#
No.
%
µ
#
No.
%
#
No.
%
µ
%
µ
#
No.
%
µ
#
No.
%
2011
37
37
100,0%
91,3%
37
37
100,0%
37
10
27,0%
6,6
43,5%
93,3%
33
33
100,0%
94,8%
33
30
90,9%
2010
37
37
100,0%
90,1%
37
37
100,0%
37
12
32,4%
6,1
39,7%
94,0%
33
33
100,0%
94,1%
33
32
97,0%
2009
39
37
94,9%
88,8%
39
39
100,0%
39
10
25,6%
5,9
37,9%
91,2%
34
31
91,2%
96,3%
34
28
82,4%
2011
60
59
98,3%
89,0%
60
59
98,3%
60
18
30,0%
5,4
39,8%
93,4%
60
58
96,7%
94,2%
60
57
95,0%
2010
61
60
98,4%
88,2%
61
58
95,1%
61
20
32,8%
5,5
40,0%
92,4%
60
57
95,0%
95,5%
60
57
95,0%
2009
60
57
95,0%
87,9%
60
58
96,7%
60
21
35,0%
5,1
40,0%
91,5%
59
55
93,2%
95,4%
59
53
89,8%
2011
134 128
95,5%
89,8%
134 126
94,0%
134 10
7,5%
4,6
36,1%
93,3%
129 117
90,7%
96,2%
129 116
89,9%
2010
149 139
93,3%
89,6%
149 135
90,6%
149
8
5,4%
4,9
40,1%
97,3%
145 128
88,3%
95,7%
145 124
85,5%
2009
140 119
85,0%
88,6%
140 123
87,9%
140
4
2,9%
3,8
34,1%
90,6%
135 109
80,7%
94,6%
135 100
74,1%
2010
19
17
89,5%
86,0%
19
18
94,7%
19
3
15,8%
4,7
31,8%
100,0%
18
18
100,0%
94,6%
18
17
94,4%
2010
12
12
100,0%
89,8%
12
10
83,3%
12
1
8,3%
3,0
30,0%
n.a.
11
11
100,0%
93,9%
11
10
90,9%
2009
22
18
81,8%
92,6%
22
18
81,8%
22
2
9,1%
3,5
35,0%
n.a.
20
15
75,0%
97,3%
20
13
65,0%
2011
12
9
75,0%
91,0%
12
11
91,7%
12
2
16,7%
4,0
37,1%
95,7%
12
10
83,3%
95,3%
12
11
91,7%
2010
13
13
100,0%
89,4%
13
12
92,3%
13
2
15,4%
5,0
39,4%
85,6%
13
13
100,0%
92,5%
13
13
100,0%
2009
21
14
66,7%
87,9%
21
15
71,4%
21
2
9,5%
6,5
46,3%
84,8%
19
14
73,7%
94,6%
19
15
78,9%
2011
72
70
97,2%
90,0%
72
72
100,0%
72
5
6,9%
4,0
28,9%
96,0%
70
66
94,3%
95,5%
70
65
92,9%
2010
71
70
98,6%
89,7%
71
69
97,2%
71
4
5,6%
4,3
29,8%
100,0%
69
66
95,7%
95,2%
69
64
92,8%
2009
2008
71
79
63
67
88,7%
84,8%
89,0%
88,5%
71
79
68
72
95,8%
91,1%
71
79
4
5
5,6%
6,3%
3,3
4,0
30,8%
41,3%
100,0%
90,4%
69
77
59
59
85,5%
76,6%
97,5%
94,7%
69
77
56
58
81,2%
75,3%
2011
190 180
94,7%
89,5%
190 179
94,2%
190 38
20,0%
5,6
40,3%
93,7%
182 170
93,4%
95,3%
182 166
91,2%
2010
201 191
95,0%
89,2%
201 183
91,0%
201 39
19,4%
5,6
40,7%
93,1%
193 176
91,2%
95,2%
193 172
89,1%
2009
211 182
86,3%
88,6%
211 185
87,7%
211 35
16,6%
5,4
39,8%
90,8%
198 165
83,3%
94,3%
198 153
77,3%
2011
28
26
92,9%
88,6%
28
26
92,9%
28
16
57,1%
6,8
41,5%
91,8%
25
22
88,0%
94,6%
25
23
92,0%
2010
29
27
93,1%
87,2%
29
26
89,7%
29
16
55,2%
6,7
40,8%
91,4%
26
23
88,5%
94,4%
26
23
88,5%
2009
2008
33
37
28
32
84,8%
86,5%
87,8%
87,2%
33
37
29
33
87,9%
89,2%
33
37
13
20
39,4%
54,1%
6,4
6,5
40,2%
42,9%
88,2%
88,7%
27
34
24
30
88,9%
88,2%
95,1%
96,4%
27
34
22
22
81,5%
64,7%
2011
234 224
95,7%
89,7%
234 225
96,2%
234 27
11,5%
4,6
37,8%
95,2%
227 214
94,3%
95,4%
227 208
91,6%
2010
243 234
96,3%
89,6%
243 226
93,0%
243 27
11,1%
4,7
39,0%
94,5%
236 219
92,8%
95,3%
236 213
90,3%
2009
2008
249 217
256 216
87,1%
84,4%
88,9%
89,2%
249 224
256 227
90,0%
88,7%
249 26
256 27
10,4%
10,5%
4,5
4,5
38,3%
39,1%
93,2%
92,8%
240 200
247 202
83,3%
81,8%
95,2%
95,0%
240 187
247 194
77,9%
78,5%
2011
262 250
95,4%
89,6%
262 251
95,8%
262 43
16,4%
5,4
39,2%
93,8%
252 236
93,7%
95,4%
252 231
91,7%
2010
272 261
96,0%
89,4%
272 252
92,6%
272 43
15,8%
5,5
39,7%
93,3%
262 242
92,4%
95,2%
262 236
90,1%
2009
2008
282 245
293 248
86,9%
84,6%
88,7%
89,0%
282 253
293 260
89,7%
88,7%
282 39
293 47
13,8%
16,0%
5,2
5,3
38,9%
40,7%
91,5%
90,8%
267 224
281 232
83,9%
82,6%
95,2%
95,2%
267 209
281 216
78,3%
76,9%
Board of Directors
TAB.6: ATTENDANCE TO Average
BOARD MEETINGS
Median
(INDIVIDUAL DIRECTORS
AND STATUTORY
AUDITORS, 2011 DATA)
Executive Committe
Board of Statutory Auditors
89,4%
Average
93,3%
Average
95,2%
100%
Median
100%
Median
100%
Attendance distribution
No
%
% cumulated
No
%
% cumulated
No
%
100
1421
55%
55%
116
68%
68%
529
72%
% cumulated
72%
90<x<100
260
10%
65%
22
13%
81%
72
10%
82%
75<x<90
538
21%
86%
18
11%
92%
96
13%
95%
50<x<75
274
11%
96%
12
7%
99%
32
4%
99%
100%
100%
100%
x<50
93
4%
2
1%
4
1%
Total available data n.a.
2586
95%
170
73%
733
93%
n.d.
Total
142
2728
5%
62
232
27%
53
786
7%
Executive Committe
Board of Directors
ATTENDANCE TO BOARD Average
MEETINGS (2010 DATA) Median
88,8%
Average
92,2%
Average
95,0%
100%
Median
100%
Median
100%
No
%
% cumulated
No
%
% cumulated
No
%
100
1498
56%
56%
107
69%
69%
554
73%
73%
90<x<100
224
8%
64%
11
7%
76%
63
8%
82%
% cumulated
75<x<90
574
21%
86%
22
14%
90%
100
13%
95%
50<x<75
266
10%
96%
12
8%
97%
27
4%
99%
100%
100%
100%
x<50
118
4%
4
3%
10
1%
Total available data
2680
95%
156
78%
754
92%
n.a.
Total
135
2815
5%
79
201
39%
63
817
8%
Board of Directors
ATTENDANCE TO BOARD Average
MEETINGS ( 2009 DATA) Median
Executive Committe
88,2%
Average
90,6%
Average
95,0%
100%
Median
100%
Median
100%
No
%
% cumulated
No
%
% cumulated
No
%
100
1342
54%
54%
99
65%
65%
511
74%
% cumulated
74%
90<x<100
219
9%
62%
15
10%
75%
62
9%
83%
75<x<90
552
22%
84%
20
13%
88%
77
11%
94%
50<x<75
280
11%
96%
13
8%
96%
37
5%
99%
100%
100%
100%
x<50
111
4%
6
4%
5
1%
2504
87%
153
76%
692
82%
n.a.
Total
360
2864
13%
48
201
24%
147
839
18%
TAB.7: BOARD EVALUATION
INDEX
FTSE MIB
FTSE MID CAP
FTSE SMALL CAP
The BoD discloses that he
had already done the board
evaluation
No.
%
#
No.
%
#
No.
%
#
No.
%
#
N°o.
%
#
No.
%
33
89,2%
33
26
78,8%
33
8
24,2%
33
13
39,4%
33
5
15,2%
37
35
94,6%
2010
2009
37
39
33
30
89,2%
76,9%
2011
60
47
78,3%
47
24
51,1%
47
5
10,6%
47
8
17,0%
47
1
2,1%
60
57
95,0%
2010
2009
61
60
48
35
78,7%
58,3%
2011
134
69
51,5%
69
23
33,3%
69
3
4,3%
69
12
17,4%
69
1
1,4%
134 118
88,1%
2010
2009
149
140
68
59
45,6%
42,1%
6
1
16,7%
6
1
16,7%
6
1
16,7%
6
0
0,0%
19
16
84,2%
7
1
14,3%
7
0
0,0%
7
0
0,0%
7
0
0,0%
12
10
83,3%
47
20
42,6%
47
5
10,6%
47
6
12,8%
47
0
0,0%
72
70
97,2%
115 55
47,8%
115 12
10,4%
115 28
24,3%
115
7
6,1%
190 166
87,4%
21
10
47,6%
21
1
4,8%
21
5
23,8%
21
0
0,0%
28
23
82,1%
141 65
46,1%
141 16
11,3%
141 29
20,6%
141
7
5,0%
234 213
91,0%
162 75
46,3%
162 17
10,5%
162 34
21,0%
162
7
4,3%
262 236
90,1%
6
31,6%
12
21
4
7
33,3%
33,3%
2011
12
7
58,3%
OTHERS
2010
2009
13
19
7
9
53,8%
47,4%
2011
72
47
65,3%
2010
2009
71
71
40
35
56,3%
49,3%
2011
190
115
60,5%
2010
2009
201
208
120
105
59,7%
50,5%
2011
28
21
75,0%
2010
2009
29
31
17
16
58,6%
51,6%
2011
234
141
60,3%
2010
2009
243
248
143
124
58,8%
50,0%
2011
262
162
61,8%
2010
2009
272
279
160
140
58,8%
50,2%
TOTAL
when the directors'
independence was
evaluated
#
19
NON-FINANCIAL
The company discloses further
datailed information (ex. best
practices, analysis of previous
actions)
37
2010
2009
FINANCIAL
The company discloses the
exixtence of improvement
areas
Year
2011
OTHERS
the exixtence of axcellent
areas
2011
FTSE MICRO CAP
STAR
The company expressly
dislosed that the BoD
have met to analyze the
results of the board
evaluation
TAB. 8: INFORMATION ON THE
PROCESS OF BOARD
EVALUATION
INDEX
FTSE MIB
ICC or CG
Committee are in
charge of the
procedure
Remuneration or
Nomination
Committee are in
charge of the
procedure
The Chairman is
in charge of the
procedure
One or more
independent directors
(but not together in a
committee) is/are in
charge of the procedure
External facilitators in
charge of the
procedure
Other types of
Board Evaluation
Adopted tool:
questionnaire
Adopted tool:
interview
Adopted tool:
other
Yaer
#
No.
%
#
No.
%
#
No.
%
#
No.
%
#
No.
%
#
No.
%
#
No.
%
#
No.
%
#
No.
%
2011
33
7
21%
33
3
9%
33
0
0%
33
3
9%
33
11
33%
33
1
3%
33
23
70%
33
9
27%
33
2
6%
47
3
6%
47
1
2%
47
0
0%
47
4
9%
47
4
9%
47
4
9%
47
15
32%
47
3
6%
47
3
6%
69
8
12%
69
1
1%
69
0
0%
69
2
3%
69
1
1%
69
2
3%
69
16
23%
69
1
1%
69
0
0%
6
0
0%
6
0
0%
6
0
0%
6
0
0%
6
0
0%
6
0
0%
6
1
17%
6
0
0%
6
0
0%
7
0
0%
7
0
0%
7
0
0%
7
0
0%
7
0
0%
7
0
0%
7
1
14%
7
0
0%
7
0
0%
47
5
11%
47
2
4%
47
0
0%
47
2
4%
47
2
4%
47
2
4%
47
13
28%
47
1
2%
47
1
2%
115 13
11%
115
3
3%
115
0
0%
115
7
6%
115
14
12%
115
5
4%
115 43
37%
115 12
10%
115
4
3%
21
2
10%
21
1
5%
21
0
0%
21
2
10%
21
2
10%
21
0
0%
21
9
43%
21
1
5%
21
1
5%
141 16
11%
141
4
3%
141
0
0%
141
7
5%
141
14
10%
141
7
5%
141 47
33%
141 12
9%
141
4
3%
162 18
11%
162
5
3%
162
0
0%
162
9
6%
162
16
10%
162
7
4%
162 56
35%
162 13
8%
162
5
3%
2010
2009
2011
FTSE MID CAP
2010
2009
2011
FTSE SMALL CAP
2010
2009
2011
FTSE MICRO CAP
2010
2009
2011
OTHERS
2010
2009
2011
STAR
2010
2009
2011
OTHERS
2010
2009
2011
FINANCIAL
2010
2009
2011
NON-FINANCIAL
2010
2009
2011
TOTAL
2010
2009
TAB.9: OTHER POSITION HELD BY
DIRECTORS AND STATUTORY
AUDITORS (INDIVIDUAL DIRECTORS
AND STATUTORY AUDITORS)
Average
Median
Distribution
0
1
2
3
4
5
6
7
8
9
10
>10
n.a.
Total
Directors
3,26
2
No.
822
412
295
226
163
140
136
92
67
51
43
160
2607
121
2728
DISTRIBUTIONS OF THE OTHER
POSITIONS HELD BY DIRECTORS AND
STATUTORY AUDITORS (INDIVIDUAL
AUDITORS, 2010 DATA)
Average
Median
Diistribution
1
2
3
4
5
6
7
8
9
10
>10
n.a.
Total
DISTRIBUTION OF THE OTHER
POSITIONS HELD BY DIRECTORS AND
STATUTORY AUDITORS (INDIVIDUAL
AUDITORS 2009 DATA)
Average
Median
Distribution
0
1
2
3
4
5
6
7
8
9
10
>10
n.a.
Total
%
32%
16%
11%
9%
6%
5%
5%
4%
3%
2%
2%
6%
96%
4%
100%
Statutory Auditors
% Cumulated
32%
47%
59%
67%
74%
79%
84%
88%
90%
92%
94%
100%
9,93
7
No
95
67
35
28
46
36
35
23
28
26
18
282
719
67
786
Directors
408
279
247
179
134
131
98
67
50
34
162
2508
307
2815
9,78
7
%
% Cumulated
No
%
% Cumulated
16%
11%
10%
7%
5%
5%
4%
3%
2%
1%
6%
89%
11%
100%
45%
56%
66%
73%
78%
84%
88%
90%
92%
94%
100%
59
40
39
28
38
31
25
29
21
29
267
713
104
817
8%
6%
5%
4%
5%
4%
4%
4%
3%
4%
37%
87%
13%
100%
23%
29%
34%
38%
44%
48%
51%
56%
58%
63%
100%
Directors
3,39
2
No
680
387
263
253
165
155
134
93
70
50
36
148
2434
430
2864
% Cumulated
13%
23%
27%
31%
38%
43%
48%
51%
55%
58%
61%
100%
Statutory Auditors
3,36
2
No
%
13%
9%
5%
4%
6%
5%
5%
3%
4%
4%
3%
39%
91%
9%
100%
%
28%
16%
11%
10%
7%
6%
6%
4%
3%
2%
1%
6%
85%
15%
100%
% Cumulated
28%
44%
55%
65%
72%
78%
84%
88%
90%
92%
94%
100%
Statutory Auditors
9,55
6
No
106
62
45
33
28
30
26
14
18
15
11
241
629
210
839
%
17%
10%
7%
5%
4%
5%
4%
2%
3%
2%
2%
38%
75%
25%
100%
% Cumulated
17%
27%
34%
39%
44%
48%
52%
55%
58%
60%
62%
100%
2011 DATA
TAB.10: PERSONS
HOLDING MULTIPLE
POSITIOS IN LISTED
COMPANIES
No.Persons
holding
No. Positions
No.Persons
with no. Positions
1
Tot.multiple positions
of which:
2
3
4
5
6
7
Directors
Statutory
Auditors
Both
Total
2196
589
67
2644
2196
693
589
1886
310
217
62
19
10
2
0
2010 DATA
Directors
Statutory
Auditors
Both
Total
2852
2271
625
65
177
67
3514
2852
2732
2271
728
625
508
81
0
67
2394
458
83,9%
16,1%
83,9%
1963
308
60
19
2
0
0
0
35
22
9
1
0
0
312
103
30
11
2
0
10,9%
3,6%
1,1%
0,4%
0,1%
0,0%
94,9%
98,5%
99,5%
99,9%
100,0%
100,0%
207
63
26
10
2
0
% total
% cumulated
2009 DATA
Directors
Statutory
Auditors
Both
Total
2961
2298
655
53
3006
172
65
3632
2961
2790
2298
766
655
147
53
3703
3006
540
85
0
65
2503
458
84,5%
15,5%
84,5%
1973
325
567
88
0
53
69
14
2
0
0
0
34
21
9
1
0
0
310
98
37
11
2
0
10,5%
3,3%
1,2%
0,4%
0,1%
0,0%
95,0%
98,3%
99,6%
99,9%
100,0%
100,0%
218
64
29
12
1
1
69
15
4
0
0
0
24
20
6
3
0
0
% total
% cumulated
% total
% cumulated
2540
466
84,5%
15,5%
84,5%
311
99
39
15
1
1
10,3%
3,3%
1,3%
0,5%
0,0%
0,0%
94,8%
98,1%
99,4%
99,9%
100,0%
100,0%
Year
The company by-laws
provides that the
Supervisory Board
approves strategic,
business and financial
plans of the company
# N0.
%
2011
4
4
100,0%
4
4
100,0%
18,3
4
3
75,0%
2010
2009
4
5
4
5
100,0%
100,0%
4
5
4
5
100,0%
1
18,75
17,4
4
5
2
2
50,0%
0,4
2011
0
0
n.a.
0
0
n.a.
0
0
0
n.a.
2010
2009
0
0
0
0
n.a.
n.a.
0
0
0
0
n.a.
n.a.
0
0
0
0
0
0
n.a.
n.a.
2011
2
1
50,0%
2
2
100,0%
7
2
0
0,0%
2010
2009
2
2
1
1
50,0%
50,0%
2
2
2
2
100,0%
1
9
8
2
2
0
0
0,0%
0
2011
1
1
100,0%
1
1
100,0%
18
1
0
0,0%
2010
2009
1
1
1
1
100,0%
100,0%
1
1
1
1
100,0%
100,0%
12
7
1
1
0
0
0,0%
0,0%
2011
0
0
n.a.
0
0
n.a.
0
0
0
n.a.
2010
2009
0
0
0
0
n.a.
n.a.
0
0
0
0
n.a.
n.a.
0
0
0
0
0
0
n.a.
n.a.
TAB.11: ROLE OF THE
SUPERVISORY BOARD (TWOTIER BOARDS)
INDEX
FTSE MIB
FTSE MID CAP
FTSE SMALL CAP
FTSE MICRO CAP
OTHERS
STAR
OTHERS
FINANCIAL
NON-FINANCIAL
TOTAL
Number of companies
about Supervisory
Board meetings
# No.
%
Attendance to
Supervisory Board
meetings (No./Year)
µ
Number of companies
who foresee meetings of
independent directors
#
No.
%
2011
0
0
n.a.
0
0
n.a.
0
0
0
n.a.
2010
0
0
n.a.
0
0
n.a.
0
0
0
n.a.
2009
0
0
n.a.
0
0
n.a.
0
0
0
n.a.
2011
7
6
85,7%
7
7
100,0%
15
7
3
42,9%
2010
2009
7
8
6
7
85,7%
87,5%
7
8
7
8
100,0%
100,0%
15
13,75
7
8
2
2
28,6%
25,0%
2011
3
3
100,0%
3
3
100,0%
20,3
3
3
100,0%
2010
3
3
100,0%
3
3
100,0%
20,0
3
2
66,7%
2009
4
4
100,0%
4
4
100,0%
17,0
4
2
50,0%
2011
4
3
75,0%
4
4
100,0%
11,0
4
0
0,0%
2010
2009
4
4
3
3
75,0%
75,0%
4
4
4
4
100,0%
100,0%
11,3
10,5
4
4
0
0
0,0%
0,0%
2011
7
6
85,7%
7
7
100,0%
15,0
7
3
42,9%
2010
2009
7
8
6
7
85,7%
87,5%
7
8
7
8
100,0%
100,0%
15,0
13,8
7
8
2
2
28,6%
25,0%
TAB.12: BOARD
EVALUATION OF THE
SUPERVISORY BOARD
INDEX
The Supervisory
Board has already
done the board
evaluation
%
The company
The company
disclose expressly
The company disclose
disclose the
that the SB have
the existence of
existence of
met to analyze the
exellent areas
improvement areas
results of the board
evaluation
The company dislose
furhter detailed
information (es. best
practices, analysis of
previous actions)
# No.
%
# No.
%
# No.
Adopted tool:
questionnaire
%
Adopted tool:
interview
Adopted tool: other
Year
# No.
%
#
No.
%
# No.
# No.
%
# No.
%
2011
4
4
100%
4
4
100%
4
1
25%
4
2
50%
4
0
0%
4
2
50%
4
0
0%
4
0
0%
2011
0
0
n.a.
0
0
n.a.
0
0
n.a.
0
0
n.a.
0
0
n.a.
0
0
n.a.
0
0
n.a.
0
0
n.a.
2011
2
0
0%
0
0
n.a.
0
0
n.a.
0
0
n.a.
0
0
n.a.
0
0
n.a.
0
0
n.a.
0
0
n.a.
2011
1
0
0%
0
0
n.a.
0
0
n.a.
0
0
n.a.
0
0
n.a.
0
0
n.a.
0
0
n.a.
0
0
n.a.
2011
0
0
n.a.
0
0
n.a.
0
0
n.a.
0
0
n.a.
0
0
n.a.
0
0
n.a.
0
0
n.a.
0
0
n.a.
2009
0
0
n.a.
0
0
n.a.
0
0
n.a.
0
0
n.a.
0
0
n.a.
0
0
n.a.
0
0
n.a.
0
0
n.a.
7
4
57%
4
4
100%
4
1
25%
4
2
50%
4
0
0%
4
2
50%
4
0
0%
4
0
0%
3
3
100%
3
3
100%
3
0
0%
3
1
33%
3
0
0%
3
1
33%
3
0
0%
3
0
0%
4
1
25%
1
1
100%
1
1
100%
1
1
100%
1
0
0%
1
1
100%
1
0
0%
1
0
0%
7
4
57%
4
4
100%
4
1
25%
4
2
50%
4
0
0%
4
2
50%
4
0
0%
4
0
0%
FTSE MIB
FTSE MID CAP
FTSE SMALL CAP
FTSE MICRO CAP
OTHERS
STAR
2008
2007
2009
OTHERS
2008
2007
2009
FINANCIAL
2008
2007
2009
NON-FINANCIAL
2008
2007
2009
TOTAL
2008
2007
TAB.13: COMPOSITION OF THE
BOARD OF DIRECTORS
INDEX
FTSE MIB
FTSE MID CAP
FTSE SMALL CAP
FTSE MICRO CAP
OTHERS
STAR
OTHERS
FINANCIAL
NON-FINANCIAL
TOTAL
EXECUTIVE
directors (% on the
BoD)
µ
µ%
3,4
27,9%
3,2
25,8%
3,1
26,4%
NON-EXECUTIVE
directors (% on the
BoD)
µ
µ%
9,3
72,1%
10,2
74,2%
9,8
73,6%
The company
disclose criteria
adopted by the BoD to
INDEPENDENT
evaluate the
directors (% on
Companies with
"Minority" directors (% significance of those
"minority" directors
on the BoD)
the BoD)
relationships
µ
µ%
µ
%
# No.
%
# No.
%
5,2
40,9%
37 18
48,6%
2,9
24,0%
37
4
10,8%
5,8
43,0%
37 16
43,2%
3,0
25,0%
37
3
8,1%
5,7
44,4%
39 13
33,3%
3,2
28,6%
Year
2011
2010
2009
Number of
Directors
µ
12,7
13,4
12,9
2011
2010
2009
12,2
11,8
11,4
2,9
3,2
3,2
24,6%
27,8%
28,6%
9,3
8,6
8,3
75,4%
72,2%
71,4%
4,6
4,4
4,5
38,3%
37,2%
38,8%
60
61
60
21
21
14
35,0%
34,4%
23,3%
2,0
2,0
2,6
14,9%
16,5%
20,9%
60
61
0
1
0,0%
1,6%
2011
2010
2009
2008
2011
2010
2009
8,7
8,6
8,5
2,6
2,7
2,9
32,6%
33,9%
36,4%
6,0
5,9
5,6
67,4%
66,1%
63,6%
3,0
2,9
2,8
34,4%
33,1%
33,1%
134 44
149 37
140 18
32,8%
24,8%
12,9%
1,3
1,6
1,9
16,5%
17,9%
20,0%
134
149
4
2
3,0%
1,3%
9,0
9,3
8,6
2,4
2,2
2,7
29,3%
30,9%
37,6%
6,6
7,1
6,0
70,7%
69,1%
62,4%
2,7
3,8
2,6
28,4%
34,3%
27,0%
19
12
21
8
6
4
42,1%
50,0%
19,0%
1,9
1,3
1,0
18,9%
14,6%
11,4%
19
12
0
0
0,0%
0,0%
2011
2010
2009
8,5
8,3
8,9
2,5
2,0
2,6
32,5%
28,8%
35,5%
6,0
6,3
5,6
67,5%
71,2%
64,5%
2,9
2,7
2,8
32,1%
32,7%
34,5%
12
13
19
2
3
3
16,7%
23,1%
15,8%
1,0
1,0
1,0
8,4%
10,7%
12,6%
12
13
0
0
0,0%
0,0%
2011
2010
2009
2008
2011
2010
2009
9,5
9,4
9,2
9,0
10,3
10,2
9,9
2,8
3,0
3,1
3,0
2,8
2,8
2,9
31,4%
33,1%
35,0%
35,7%
29,2%
30,3%
32,7%
6,6
6,4
6,2
5,9
7,5
7,4
7,0
68,6%
66,9%
65,1%
64,3%
70,8%
69,7%
67,2%
3,5
3,3
3,2
3,2
3,7
3,8
3,7
36,8%
35,2%
34,9%
35,7%
35,2%
35,5%
35,8%
72
71
71
79
190
201
208
18
15
8
7
75
68
44
25,0%
21,1%
11,3%
8,9%
39,5%
33,8%
21,2%
1,4
1,5
1,9
1,1
1,9
2,0
2,4
17,0%
18,2%
21,0%
11,4%
17,8%
18,5%
21,3%
72
71
1
1
1,4%
1,4%
190
201
7
5
3,7%
2,5%
2011
2010
2009
2008
2011
2010
2009
2008
15,6
15,3
14,1
14,3
9,4
9,3
9,2
9,2
4,0
3,7
3,2
2,8
2,6
2,7
2,9
2,9
27,9%
25,3%
26,6%
21,6%
30,1%
31,7%
34,1%
34,7%
11,6
11,7
10,7
11,3
6,8
6,6
6,3
6,3
72,1%
74,7%
73,4%
78,4%
69,9%
68,3%
65,9%
65,3%
5,1
5,1
5,5
5,6
3,5
3,5
3,3
3,4
31,3%
31,8%
36,2%
37,9%
36,2%
35,8%
35,5%
36,1%
28
29
31
35
234
243
248
256
11
10
6
6
82
73
46
32
39,3%
34,5%
19,4%
17,1%
35,0%
30,0%
18,5%
12,5%
2,8
3,3
4,3
4,8
1,7
1,8
2,0
2,5
17,5%
21,4%
29,4%
33,4%
17,7%
18,0%
20,2%
21,9%
28
29
2
1
7,1%
3,4%
234
243
6
5
2,6%
2,1%
2011
2010
2009
2008
10,1
10,0
9,7
9,8
2,8
2,8
2,9
2,9
29,8%
31,1%
33,3%
33,1%
7,3
7,2
6,8
6,9
70,2%
68,9%
66,7%
66,9%
3,7
3,6
3,6
3,7
35,7%
35,4%
35,6%
36,3%
262
272
279
291
93
83
52
38
35,5%
30,5%
18,6%
13,1%
1,8
1,9
2,3
2,8
17,6%
18,4%
21,3%
23,7%
262
272
8
6
3,1%
2,2%
NONTAB.14: COMPOSITION OF
EXECUTIV EXECUTIVE INDEPENDENT
THE SUPERVISORY BOARD
E directors directors (%
Number of
directors (%
(TWO-TIER BOARDS)
(% on the
on the
Companies with minority
on the
Number of Supervisor Supervisory
minority
directors
Supervisory
Directors y Board))
Board)
directors
(% values)
Board)
INDEX
Year
µ
µ
%
µ
%
µ
%
# No.
%
µ
%
FTSE MIB
FTSE MID CAP
FTSE SMALL CAP
FTSE MICRO CAP
OTHERS
STAR
OTHERS
FINANCIAL
NON-FINANCIAL
TOTAL
Disclose criteria
Number of
Number of
adopted by the
companies that companies that
Supervisory
have chosen not have chosen to
The company
to adopt one or adopt additional Board to evaluate
appointing a
the significance
more applicative
criteria in
Lead
of those
criteria set out in relation to the
Independent
relationships
the Code
Director (LID)
Code
# No.
%
# µ
%
#
No.
%
# µ
%
2011
19,3
0,0
0,0%
19,3 100,0% 18,0
93,7%
4
4
100,0% 3,5 19,2%
4
1
25,0%
4 0,0
0,0%
4
0
0,0% 4 0,0
0,0%
2010
2009
19,3
18,6
0,0
0,0
0,0%
0,0%
19,3 100,0% 17,8
18,6 100,0% 14,2
92,3%
76,8%
4
5
3
3
75,0%
60,0%
4
5
1
1
25,0%
20,0%
4 0,0
5 0,0
0,0%
0,0%
4
0
0,0% 4 0,0
5 0,0
0,0%
0,0%
2011
0,0
0,0
0,0%
0,0
0,0%
0,0
0,0%
0
0
n.a.
0,0
0,0%
0
0
n.a.
0 0,0
n.a.
0
0
n.a.
0 0,0
n.a.
2010
2009
0,0
0,0
0,0
0,0
0,0%
0,0%
0,0
0,0
0,0%
0,0%
0,0
0,0
0,0%
0,0%
0
0
0
0
n.a.
n.a.
0,0
0,0
0,0%
0,0%
0
0
0
0
n.a.
n.a.
0 0,0
0 0,0
n.a.
n.a.
0
0
n.a.
0 0,0
0 0,0
n.a.
n.a.
1,7 10,1%
2,0 11,6%
2011
5,0
0,0
0,0%
5,0
100,0%
1,5
30,0%
2
1
50,0%
1,0 20,0%
2
0
0,0%
2 0,0
0,0%
2
0
0,0% 2 0,0
0,0%
2010
2009
5,0
5,0
0,0
0,0
0,0%
0,0%
5,0
5,0
100,0%
100,0%
0,0
0,0
0,0%
0,0%
2
2
1
1
50,0%
50,0%
1,0 20,0%
1,0 20,0%
2
2
0
0
0,0%
0,0%
2 0,0
2 0,0
0,0%
0,0%
2
0
0,0% 2 0,0
2 0,0
0,0%
0,0%
0,0%
0,0
0,0%
1
0
0,0%
1 0,0
0,0%
1
0
0,0% 1 0,0
0,0%
100,0% 1,0 20,0%
0,0% 0,0 0,0%
1
1
0
0
0,0%
0,0%
1 0,0
1 0,0
0,0%
0,0%
1
0
0,0% 1 0,0
1 0,0
0,0%
0,0%
0,0%
0
0
n.a.
0 0,0
n.a.
0
0
n.a.
0 0,0
n.a.
0,0%
0,0%
0
0
0
0
n.a.
n.a.
0 0,0
0 0,0
n.a.
n.a.
0
0
n.a.
0 0,0
0 0,0
n.a.
n.a.
2011
4,0
0,0
0,0%
4,0
100,0%
4,0
100,0%
1
0
2010
2009
5,0
5,0
0,0
0,0
0,0%
0,0%
5,0
5,0
100,0%
100,0%
5,0
5,0
100,0%
100,0%
1
1
1
0
2011
0,0
0,0
0,0%
0,0
0,0%
0,0
0,0%
0
0
n.a.
0,0
2010
2009
0,0
0,0
0,0
0,0
0,0%
0,0%
0,0
0,0
0,0%
0,0%
0,0
0,0
0,0%
0,0%
0
0
0
0
n.a.
n.a.
0,0
0,0
2011
0,0
0,0
0,0%
0,0
0,0%
0,0
0,0%
0
0
n.a.
0,0
0,0%
0
0
n.a.
0 0,0
n.a.
0
0
n.a.
0 0,0
n.a.
2010
0,0
0,0
0,0%
0,0
0,0%
0,0
0,0%
0
0
n.a.
0,0
0,0%
0
0
n.a.
0 0,0
n.a.
0
0
n.a.
0 0,0
n.a.
2009
0,0
0,0
0,0%
0,0
0,0%
0,0
0,0%
0
0
n.a.
0,0
0,0%
0
0
n.a.
0 0,0
n.a.
2011
13,0
0,0
0,0%
13,0 100,0% 11,3
76,4%
7
5
71,4%
3,0 19,3%
7
1
14,3%
7 0,0
0,0%
7
0
0,0% 7 0,0
0,0%
2010
2009
13,1
13,5
0,0
0,0
0,0%
0,0%
13,1 100,0% 15,2
13,5 100,0% 12,7
93,8%
80,7%
7
8
5
4
71,4%
50,0%
1,4 14,1%
1,8 13,7%
7
8
1
1
14,3%
12,5%
7 0,0
8 0,0
0,0%
0,0%
7
0
0,0% 7 0,0
8 0,0
0,0%
0,0%
2011
20,7
0,0
0,0%
20,7 100,0% 19,0
91,6%
3
3
100,0% 3,7 18,9%
3
1
33,3%
3 0,0
0,0%
3
0
0,0% 3 0,0
0,0%
2010
20,7
0,0
0,0%
20,7 100,0% 18,7
89,7%
3
2
66,7%
1,0
5,1%
3
1
33,3%
3 0,0
0,0%
3
0
0,0% 3 0,0
0,0%
2009
19,5
0,0
0,0%
19,5 100,0% 14,5
74,4%
4
2
50,0%
1,5
7,4%
4
1
25,0%
4 0,0
0,0%
4 0,0
0,0%
2011
7,3
0,0
0,0%
7,3
100,0%
5,5
65,0%
4
2
50,0%
2,0 20,0%
4
0
0,0%
4 0,0
0,0%
4
0
0,0% 4 0,0
0,0%
2010
2009
7,5
7,5
0,0
0,0
0,0%
0,0%
7,5
7,5
100,0% 10,0
100,0% 9,0
100,0%
93,3%
4
4
3
2
75,0%
50,0%
1,7 20,0%
2,0 20,0%
4
4
0
0
0,0%
0,0%
4 0,0
4 0,0
0,0%
0,0%
4
0
0,0% 4 0,0
4 0,0
0,0%
0,0%
2011
13,0
0,0
0,0%
13,0 100,0% 11,3
76,4%
7
5
71,4%
3,0 19,3%
7
1
14,3%
7 0,0
0,0%
7
0
0,0% 7 0,0
0,0%
2010
2009
13,1
13,5
0,0
0,0
0,0%
0,0%
13,1 100,0% 15,2
13,5 100,0% 12,7
93,8%
80,7%
7
8
5
4
71,4%
50,0%
1,4 14,1%
1,8 13,7%
7
8
1
1
14,3%
12,5%
7 0,0
8 0,0
0,0%
0,0%
7
0
0,0% 7 0,0
8 0,0
0,0%
0,0%
0 0,0
n.a.
TAB.15: CHAIRMAN AND
CEO
INDEX
FTSE MIB
FTSE MID CAP
FTSE SMALL CAP
FTSE MICRO CAP
OTHERS
STAR
OTHERS
FINANCIAL
NON-FINANCIAL
TOTAL
Year
Number of
Number of
Number of
Number of
companies
Number of
companies that
companies
companies
where the
companies that
identify the CEO
where the
where the
Chairman is also have appointed
among the
Chiarman
Chairman is also
the person
a Lead
Executive
receveid
the CEO
controlling the
Independent
Directors
delegated power (Chairman-CEO)
Director (LID)
issuer
# No.
%
# No.
%
# No.
%
# No.
%
# No.
%
Number of
companies
providing
meetings of the
Independent
Directors only
# No.
%
2011
36
31
86,1%
37
12
32,4%
37
5
13,5%
37
2
5,4%
37
9
24,3%
37
31
83,8%
2010
36
30
83,3%
37
13
35,1%
37
4
10,8%
37
2
5,4%
37
9
24,3%
37
31
83,8%
2009
38
30
78,9%
39
16
41,0%
39
6
15,4%
39
3
7,7%
39
11
28,2%
39
28
71,8%
2011
60
45
75,0%
60
32
53,3%
60
15
25,0%
60
7
11,7%
60
27
45,0%
60
54
90,0%
2010
61
45
73,8%
61
33
54,1%
61
16
26,2%
61
5
8,2%
61
29
47,5%
61
51
83,6%
2009
60
46
76,7%
60
34
56,7%
60
18
30,0%
60
8
13,3%
60
26
43,3%
60
42
70,0%
2011
132 102
77,3%
134 92
68,7% 134
53
39,6% 134 30
22,4% 134 56
41,8% 134 85
63,4%
2010
145 104
71,7%
149 97
65,1% 149
55
36,9% 149 30
20,1% 149 57
38,3% 149 91
61,1%
2009
137 97
70,8%
140 97
69,3% 140
50
35,7% 140 25
17,9% 140 55
39,3%
2011
18
10
55,6%
19
12
63,2%
19
4
21,1%
19
1
5,3%
19
3
15,8%
19
8
42,1%
2010
11
6
54,5%
12
10
83,3%
12
3
25,0%
12
1
8,3%
12
2
16,7%
12
3
25,0%
2009
20
11
55,0%
21
13
61,9%
21
2
9,5%
21
1
4,8%
21
3
14,3%
2011
11
8
72,7%
12
7
58,3%
12
4
33,3%
12
3
25,0%
12
2
16,7%
12
7
58,3%
2010
11
11
100,0%
13
7
53,8%
13
6
46,2%
13
3
23,1%
13
3
23,1%
13
7
53,8%
2009
17
14
82,4%
19
12
63,2%
19
5
26,3%
19
4
21,1%
19
6
31,6%
2011
72
56
77,8%
72
50
69,4%
72
32
44,4%
72
14
19,4%
72
49
68,1%
72
62
86,1%
2010
71
52
73,2%
71
47
66,2%
71
28
39,4%
71
12
16,9%
71
43
60,6%
71
59
83,1%
2009
70
47
67,1%
71
50
70,4%
71
26
36,6%
71
15
21,1%
71
43
60,6%
2008
78
56
71,8%
79
55
69,6%
79
30
38,0%
79
13
16,5%
79
46
58,2%
2011
185 140
75,7%
190 105 55,3% 190
49
25,8% 190 29
15,3% 190 48
2010
193 144
74,6%
201 113 56,2% 201
56
27,9% 201 29
14,4% 201 57
25,3% 190 123 64,7%
28,4% 201 114 56,7%
2009
202 151
74,8%
208 122 58,7% 208
55
26,4% 208 26
12,5% 208 58
27,9%
2011
28
15
53,6%
28
3
10,7%
28
2
7,1%
28
0
0,0%
28
1
3,6%
28
22
78,6%
2010
29
15
62,5%
29
4
13,8%
29
2
6,9%
29
0
0,0%
29
1
3,4%
29
18
62,1%
31
17
54,8%
2009
28
16
57,1%
31
7
22,6%
31
2
6,5%
31
1
3,2%
31
3
9,7%
2008
29
18
62,1%
35
7
20,0%
35
1
2,9%
35
1
2,9%
35
1
2,9%
2011
229 181
79,0%
234 152 65,0% 234
79
33,8% 234 43
18,4% 234 96
41,0% 234 163 69,7%
2010
240 181
75,4%
243 156 64,2% 243
82
33,7% 243 41
16,9% 243 99
40,7% 243 165 67,9%
2009
2008
244 182
252 195
74,6%
77,4%
248 165 66,5% 248
256 162 63,3% 256
79
89
31,9% 248 40
34,8% 256 35
16,1% 248 98
13,7% 256 98
39,5% 248 144 58,1%
38,3%
37,0% 262 185 70,6%
2011
257 196
76,3%
262 155 59,2% 262
81
30,9% 262 43
16,4% 262 97
2010
264 196
74,2%
272 160 58,8% 272
84
30,9% 272 41
15,1% 272 100 36,8% 272 183 67,3%
2009
2008
272 198
281 213
72,8%
75,8%
279 172 61,6% 279
291 169 58,1% 291
81
90
29,0% 279 41
30,9% 291 36
14,7% 279 101 36,2% 279 161 57,7%
12,4% 291 99 34,0%
Female
Male
Total
2006
125
2673
2798
Tab.16: GENDER COMPOSITION OF THE COMPANY BODIES
Board of Directors
2007
2008
2009
2010
2011
2006
2007
2008
2009
136
158
166
169
182
Female
31
32
41
59
2689
2791
2698
2646
2546
Male
834
826
832
780
2825
2949
2864
2815
2728
Total
865
858
873
839
% Data
2011
6,7%
93,3%
100,0%
Companies with at least one woman in their BoD
2006
2007
2008
2009
2010
Number
93
105
120
124
127
N.total
274
282
293
282
272
2011
132
262
% Data
2011
50
736
786
2010
6,7%
93,3%
100,0%
2011
6,4%
93,6%
100,0%
% Data
2010
6,0%
94,0%
100,0%
Female
Male
Total
2010
55
762
817
2006
4,5%
95,5%
100,0%
33,9%
2007
4,8%
95,2%
100,0%
37,2%
2008
5,4%
94,6%
100,0%
41,0%
2009
5,8%
94,2%
100,0%
44,0%
46,7%
50,4%
Female
Male
Total
2006
3,6%
96,4%
100,0%
2007
3,7%
96,3%
100,0%
2008
4,7%
95,3%
100,0%
2009
7,0%
93,0%
100,0%
Companies with at least one woman in their Board of Statutory Auditors
2006
2007
2008
2009
2010
2011
Number
31
29
37
55
52
48
N.total
274
274
282
270
262
252
% Data
11,3%
10,6%
13,1%
20,4%
19,8%
19,0%
TAB.17: INDEPENDENT DIRECTORS IN "PARTICULAR
CIRCUMSTANCES"
2011 Data
2728
Financial
Non-financial
Non-financial
Non-financial
512
2303
2009 Data
2864
Financial
2231
2010 Data
2815
Financial
497
544
2320
2726
99,9%
496
99,8%
2230
100,0%
2795
99,3%
509
99,4%
2286
99,3%
2805
97,9%
510
93,8%
2295
98,9%
725
2001
1044
108
388
200
617
1613
844
768
2027
1057
107
402
205
661
1625
852
809
1996
1059
100
410
223
709
1586
836
Ind.directors who are "Relevant Representative" :
- Subsidiaries
- the company controlling the issuer
- companies under common control with the iusser
12
0
2
5
0
1
7
0
1
6
0
1
4
0
1
2
0
0
9
0
3
6
3
1
2
Ind.directors:
- stock options
- "high" compensation
1
63
0
22
1
41
5
40
0
19
5
21
8
35
19
8
16
Ind.directors who are Members of the Executive Committee:
- and no CEO
- and "frequent" meetings
0
2
0
1
0
1
4
5
4
5
0
0
7
6
6
6
1
0
Cross-directorship
1
0
1
4
1
3
4
2
2
139
48
91
115
44
71
92
43
49
846
81,0%
136
68,0%
710
84,1%
902
85,3%
144
70,2%
758
89,0%
912
86,1%
151
67,7%
761
91,0%
N.total
of which
with classification available
(% Data)
Executive
Non-executive
of which: independent
"Particular situations" identified
Ind. directors with "Recurring" family names
Board members 9 year ago
Independent directors involved in none of the above situations
Total
% Data
Number of "minority" Statutory
Auditors and their weight with
reference to the total number of S.A.
TAB.18: COMPOSITION OF
Only in
THE BOARD OF
STATUTORY AUDITOTORS Companies disclosing companies with
the effective presence
minority
of "minority" Statutory
Statutory
Auditors
Auditors
INDEX
Year
#
No.
%
µ
%
FTSE MIB
FTSE MID CAP
FTSE SMALL CAP
FTSE MICRO CAP
OTHERS
STAR
OTHERS
FINANCIAL
NON-FINANCIAL
TOTAL
Considering also
companies who
disclose that they
have NO S.A.
µ
%
The BoSA
evaluated the "CG
Code
independence" of
its members
#
No.
%
2011
33
18
54,5%
1,3
35,6%
0,7
19,4%
33
30
90,9%
2010
33
17
51,5%
1,4
35,7%
0,7
19,0%
33
30
90,9%
2009
34
16
47,1%
1,4
35,8%
0,7
17,4%
34
31
91,2%
2011
60
22
36,7%
1,0
32,2%
0,4
12,3%
60
50
83,3%
2010
60
24
40,0%
1,0
32,2%
0,4
14,1%
60
48
80,0%
2009
59
19
32,2%
1,0
33,3%
0,4
13,8%
59
42
71,2%
2011
129
46
35,7%
1,0
33,2%
0,4
11,8%
129
94
72,9%
2010
145
44
30,3%
1,0
33,9%
0,4
12,2%
145
97
66,9%
2009
135
37
27,4%
1,1
36,0%
0,5
15,0%
135
71
52,6%
2011
18
8
44,4%
1,0
30,0%
0,4
13,3%
18
9
50,0%
2010
11
6
54,5%
1,0
28,9%
0,5
15,8%
11
6
54,5%
2009
20
5
25,0%
1,0
33,3%
0,4
13,9%
20
10
50,0%
2011
12
3
25,0%
1,0
33,3%
0,3
8,3%
12
6
50,0%
2010
13
5
38,5%
1,2
34,7%
0,5
13,3%
13
8
61,5%
2009
19
2
10,5%
1,5
36,7%
0,2
5,2%
19
7
36,8%
2011
70
19
27,1%
1,0
32,6%
0,3
8,9%
70
56
80,0%
2010
69
18
26,1%
1,0
33,3%
0,3
9,5%
69
52
75,4%
2009
69
16
23,2%
1,1
35,4%
0,3
11,6%
69
40
58,0%
2008
77
14
18,2%
1,1
35,7%
0,3
11,4%
77
36
46,8%
2011
182
78
42,9%
1,1
33,2%
0,5
14,4%
182 133
73,1%
2010
193
78
40,4%
1,1
33,5%
0,5
15,4%
193 137
71,0%
2009
198
63
31,8%
1,2
35,1%
0,5
15,3%
198 121
61,1%
2011
25
15
60,0%
1,1
32,4%
0,7
19,5%
25
19
76,0%
2010
26
14
53,8%
1,1
33,3%
0,7
20,3%
26
20
76,9%
2009
27
14
51,9%
1,3
35,2%
0,8
20,6%
27
19
70,4%
2011
227
82
36,1%
1,1
33,3%
0,4
12,2%
227 170
74,9%
2010
236
82
34,7%
1,1
33,5%
0,4
13,1%
236 169
71,6%
2009
240
65
27,1%
1,1
35,2%
0,4
13,5%
240 142
59,2%
2011
252
97
38,5%
1,1
33,1%
0,4
12,9%
252 189
75,0%
2010
262
96
36,6%
1,1
33,5%
0,4
13,8%
262 189
72,1%
2009
267
79
29,6%
1,2
35,2%
0,5
14,3%
267 161
60,3%
TAB.19: STATUTORY AUDITORS IN
"PARTICULAR CIRCUMSTANCES"
2011 Data
786
Financial
NonFinanzcial
89
Statutory Auditors who received:
- a "high" compensation
74
Statutory Auditors who were members of th
Number of Statutory Auditors
Financial
NonFinancial
697
2010 Data
817
Financial
NonFinancial
725
2009 Data
839
92
101
738
11
63
75
10
65
71
14
57
136
22
114
129
28
101
113
23
90
604
76,8%
60
67,4%
544
78,0%
659
80,7%
62
67,4%
597
82,3%
674
80,3%
70
69,3%
604
81,8%
"Particular situations" identified
Statutory Auditors involved in none of the
above situations
Total
% Data)
TAB.20: NOMINATION
COMMITEE
INDEX
FTSE MIB
FTSE MID CAP
FTSE SMALL CAP
FTSE MICRO CAP
OTHERS
STAR
OTHERS
FINANCIAL
NON-FINANCIAL
TOTAL
Year
Number of
The Nomination
companies that
Committee is
have established unified with the
a Nomination
Remuneration
Committee
Committee
# No.
%
# No.
%
Number of
companies
providing
information on
the committee
composition
# No.
%
Number of
directors in
the
committee
µ
EXECUTIVE
directors (%
on the
Committee)
µ
%
NON -EXECUTIVE
directors (% on
the Committee)
µ
%
INDEPENDENT
directors (% on
the NONEXECUTIVE
directors)
µ
%
MINORITY
directors (% on
the committee)
µ
%
Number of companies
the attendance of each
directors to committee
meetings
# No.
%
µ
Number of
companies
providing
information on
the meetings'
frequency
# No.
%
Number of
meetings
µ
2011
37
13
35,1% 13
6
46,2%
13 13
100,0%
4,4
0,3
6,2%
4,1
93,8%
2,9
73,8%
0,2
5,6%
13
7
53,8%
98,2%
13
7
53,8%
4,29
2010
37
13
35,1% 13
5
38,5%
13 13
100,0%
4,5
0,3
6,2%
4,2
93,8%
2,9
71,2%
0,1
2,6%
13
7
53,8%
97,4%
13 11
84,6%
2,27
2011
60
15
25,0% 15
6
40,0%
15 15
100,0%
3,3
0,1
2,2%
3,2
97,8%
2,1
67,2%
0,3
5,6%
13
5
38,5%
95,0%
15
8
53,3%
1,25
2010
61
13
21,3% 13
7
53,8%
13 13
100,0%
3,2
0,2
5,1%
3,0
94,9%
2,2
71,8%
0,3
6,4%
12
4
33,3%
95,8%
13
6
46,2%
1,33
2011
134 13
9,7%
8
61,5%
13 13
100,0%
2,9
0,2
7,7%
2,7
92,3%
2,0
69,2%
0,3
10,3%
11
4
36,4%
95,9%
13
6
46,2%
0,83
2010
149 15
10,1% 15 10
66,7%
15 15
100,0%
2,9
0,0
0,0%
2,9
100,0%
2,2
76,7%
0,4
15,6%
14
4
28,6%
100,0% 15
7
46,7%
0,86
13
2011
19
1
5,3%
1
0
0,0%
1
1
100,0%
3,0
0,0
0,0%
3,0
100,0%
2,0
66,7%
0,0
0,0%
1
0
0,0%
n.a.
1
1
100,0%
1,00
2010
12
1
8,3%
1
0
0,0%
1
1
100,0%
3,0
0,0
0,0%
3,0
100,0%
2,0
66,7%
0,0
0,0%
1
0
0,0%
n.a.
1
1
100,0%
1,00
2011
12
1
8,3%
1
1
100,0%
1
1
100,0%
3,0
0,0
0,0%
3,0
100,0%
3,0
100,0%
0,0
0,0%
1
0
0,0%
n.a.
1
0
0,0%
0,00
2010
13
1
7,7%
1
1
100,0%
1
1
100,0%
3,0
0,0
0,0%
3,0
100,0%
1,0
33,3%
0,0
0,0%
0
0
n.d.
n.a.
1
0
0,0%
0,00
2011
72
10
13,9% 10
5
50,0%
10 10
100,0%
2,9
0,0
0,0%
2,9
100,0%
2,1
73,3%
0,2
6,7%
9
3
33,3%
100,0% 10
6
60,0%
0,50
2010
71
10
14,1% 10
4
40,0%
10 10
100,0%
2,9
0,0
0,0%
2,9
100,0%
2,1
73,3%
0,3
11,7%
10
3
30,0%
100,0% 10
6
60,0%
0,83
2011
190 33
17,4% 33 16
48,5%
33 33
100,0%
3,7
0,3
6,5%
3,4
93,5%
2,4
69,7%
0,3
6,8%
30 13
43,3%
95,8%
33 16
48,5%
2,69
2010
201 33
16,4% 33 19
57,6%
33 33
100,0%
3,6
0,2
4,5%
3,4
95,5%
2,5
72,0%
0,2
7,1%
30 12
40,0%
97,1%
33 19
57,6%
1,84
2011
28
13
46,4% 13
5
38,5%
13 13
100,0%
4,6
0,4
6,2%
4,2
93,8%
2,6
60,3%
0,5
9,5%
12
8
66,7%
95,3%
13
8
61,5%
4,38
2010
29
13
44,8% 13
5
38,5%
13 13
100,0%
4,6
0,5
8,8%
4,2
91,2%
2,7
63,5%
0,3
6,4%
12
7
58,3%
95,0%
13
9
69,2%
2,78
2011
234 30
12,8% 30 16
53,3%
30 30
100,0%
3,0
0,1
4,4%
2,9
95,6%
2,2
75,0%
0,2
5,6%
27
8
29,6%
97,9%
30 14
46,7%
0,79
2010
243 30
12,3% 30 18
60,0%
30 30
100,0%
3,0
0,0
1,1%
2,9
98,9%
2,2
76,1%
0,2
8,9%
28
8
28,6%
100,0% 30 16
53,3%
0,94
2011
262 43
16,4% 43 21
48,8%
43 43
100,0%
3,5
0,2
5,0%
3,3
95,0%
2,3
70,6%
0,3
6,7%
39 16
41,0%
96,6%
43 22
51,2%
2,09
2010
272 43
15,8% 43 23
53,5%
43 43
100,0%
3,5
0,2
3,4%
3,3
96,6%
2,4
72,3%
0,3
8,1%
40 15
37,5%
97,7%
43 25
58,1%
1,60
TAB. 21: APPOINTMENT OF
DIRECTORS
INDEX
FTSE MIB
FTSE MID CAP
FTSE SMALL CAP
FINANCIAL
NON-FINANCIAL
FAMILY
STATE
TOTAL
Quorum (%) to
submit a list
µ
Number of
Companies
companies
where multiple
for which the
lists were
minutes are
submitted
available
Quorum (% )in
the companies
where multiple
lists were
submitted
Average number
of submitted
lists
Number of lists
submitted by
more Italian
Funds
(Assogestioni)
µ
µ
1,15%
1,00%
0,75%
1,28%
1,93
1,92
1,78
1,86
1,56%
1,80%
1,81%
2,31%
1,69
1,30
1,45
1,67
1,41
1,50
1,35
1,30
0
0
0
0
2,30%
2,24%
2,35%
2,22%
1,56
1,83
2,00
1,33
1,60
1,49
1,43
1,52
0
2
1
0
8
1
1
6
36%
31%
27%
33%
91%
80%
83%
91%
2,59%
2,33%
2,35%
2,63%
1,25%
1,00%
1,50%
1,35%
1,38
1,33
1,28
1,35
2,27
2,80
2,50
2,09
1
0
1
1
5
1
0
4
49%
40%
38%
43%
2,16%
2,01%
2,11%
2,19%
1,59
1,53
1,49
1,50
8
3
2
6
Year
2011
2010
2009
2008
2011
2010
2009
2008
2011
2010
2009
2008
1,27%
1,33%
1,22%
1,39%
No.
15
12
9
14
No.
10
8
4
9
1,81%
2,03%
2,14%
2,20%
2,97%
2,64%
2,58%
2,55%
16
23
22
15
37
46
54
37
8
5
8
8
15
20
17
11
%
67%
67%
44%
64%
50%
22%
36%
53%
41%
43%
31%
30%
2011
2010
2009
2008
2011
2010
2009
2008
1,22%
1,23%
1,39%
1,58%
2,51%
2,44%
2,43%
2,30%
9
12
9
6
67
78
83
66
4
7
5
2
33
29
30
29
44%
58%
56%
33%
49%
37%
36%
44%
1,00%
1,07%
0,70%
1,75%
2011
2010
2009
2008
2011
2010
2009
2008
2,63%
2,46%
2,45%
2,47%
1,55%
1,20%
1,67%
1,32%
47
58
64
46
11
5
6
11
17
18
17
15
10
4
5
10
2011
2010
2009
2008
2,36%
2,28%
2,33%
2,24%
76
90
92
72
37
36
35
31
2,97%
2,50%
2,47%
2,95%
No.
8
3
2
6
0
0
0
0
TAB. 22: APPOINTMENT OF
STATUTORY AUDITORS
INDEX
FTSE MIB
FTSE MID CAP
FTSE SMALL CAP
FINANCIAL
NON-FINANCIAL
FAMILY
STATE
TOTAL
Quorum % to
submit a list
µ
Number of
companies for
which the
minutes are
available
Companies where
multiple lists were
submitted
Quorum (%) in the
companies where
Numbero of lists
multiple lists were submitted (in total)
submitted
Number of lists
submitted by a
number of Italian
Funds
(Assogestioni)
µ
µ
0,94%
1,13%
0,83%
1,19%
1,85
1,50
1,82
1,85
2,05%
1,63%
1,89%
2,29%
1,58
1,28
1,48
1,68
1,37
1,38
1,41
1,34
0
0
1
0
2,09%
2,07%
2,24%
2,16%
1,86
1,63
1,88
2,00
1,51
1,35
1,42
1,49
1
2
0
1
5
2
4
5
37%
20%
36%
39%
92%
100%
75%
92%
2,32%
2,50%
2,23%
2,38%
1,41%
1,00%
1,50%
1,59%
1,38
1,20
1,39
1,41
2,00
2,14
1,75
2,00
1
0
3
1
3
2
0
4
47%
37%
38%
49%
2,03%
1,98%
2,08%
2,05%
1,54
1,38
1,45
1,54
6
4
4
6
Year
2011
2010
2009
2008
2011
2010
2009
2008
2011
2010
2009
2008
1,27%
1,56%
1,32%
1,38%
N°
13
8
11
13
No.
8
4
6
8
2,13%
2,02%
1,98%
2,26%
2,80%
2,49%
2,56%
2,56%
19
18
21
19
30
42
59
35
10
4
9
12
11
16
21
12
%
62%
50%
55%
62%
53%
22%
43%
63%
37%
38%
36%
34%
2011
2010
2009
2008
2011
2010
2009
2008
1,64%
1,54%
1,06%
1,56%
2,32%
2,33%
2,44%
2,29%
7
8
8
8
71
63
89
70
4
5
4
6
33
21
33
32
57%
63%
50%
75%
46%
33%
37%
46%
1,50%
1,60%
0,75%
1,50%
2011
2010
2009
2008
2011
2010
2009
2008
2,39%
2,48%
2,37%
2,34%
1,67%
1,00%
1,75%
1,63%
52
41
67
54
12
7
4
12
19
8
24
21
11
7
3
11
2011
2010
2009
2008
2,26%
2,24%
2,32%
2,22%
78
71
97
78
37
26
37
38
2,73%
2,31%
2,50%
2,54%
No.
6
3
3
6
0
1
0
0
TAB. 23: PRESENCE OF
MINORITY SHAREHOLDERS
HOLDING A BLOCK OF SHARES
EXCEEDING THE QUORUM
REQUIRED TO SUBMIT A LIST
For the election of the BoD/Supervisory Board
For the election of the BoSA
Have been submitted:
Shareholders
over the quorum
%
NO shareholders
over the quorum
%
Total
%
Shareholders over
the quorum
%
NO
shareholders
over the
quorum
%
Total
%
More slates
Only one slate
Total
36
29
65
55%
45%
100%
1
10
11
9%
91%
100%
37
39
76
49%
51%
100%
36
33
69
52%
48%
100%
1
8
9
11%
89%
100%
37
41
78
47%
53%
100%
%
Total
%
(2010)
%
Total
%
Shareholders over
the quorum
%
NO
shareholders
over the
quorum
0
0%
36
40%
26
39%
0
0%
26
37%
9
9
100%
100%
54
90
60%
100%
40
66
61%
100%
5
5
100%
100%
45
71
63%
100%
Shareholders
over the quorum
%
NO shareholders
over the quorum
More slates
36
44%
Only one slate
Total
45
81
56%
100%
(2009)
Shareholders
over the quorum
%
NO shareholders
over the quorum
%
Total
%
Shareholders over
the quorum
%
NO
shareholders
over the
quorum
%
Total
%
More slates
Only one slate
Total
34
46
80
43%
58%
100%
1
11
12
8%
92%
100%
35
57
92
38%
62%
100%
37
52
89
42%
58%
100%
0
8
8
0%
100%
100%
37
60
97
38%
62%
100%
(2008)
Shareholders
over the quorum
%
NO shareholders
over the quorum
%
Total
%
Shareholders over
the quorum
%
NO
shareholders
over the
quorum
%
Total
%
More slates
Only one slate
Total
31
35
66
47%
53%
100%
0
6
6
0%
100%
100%
31
41
72
43%
57%
100%
37
36
73
51%
49%
100%
1
5
6
17%
83%
100%
38
41
79
48%
52%
100%
TAB. 24: LISTS OF CANDIDATES TO
THE BoD (2011 DATA)
Lists
Votes (%)
Voting rights (%) held
by the shareholders received at the
AGM
who submitted the list
Difference
(further votes
received)
At least one
candidate is
elected
Number of candidates
on the list
Candidates Elected
No.
µ
µ
µ
No.
No.TOT
µ
N°o.TOT
Ranking of the list:
majority
74
45,1%
58,0%
12,9%
100,0%
691
9,3
660
8,9 96%
minority
TOTAL
45
119
6,1%
30,1%
12,9%
41,0%
6,7%
10,9%
82,2%
161
852
3,6
7,2
67
727
1,5 43%
6,2 86%
LISTS OF CANDIDATES TO THE BoD
(2010 DATA)
Lists
Difference
(further votes
received)
At least one
candidate is
elected
majority
minority
TOTAL
LISTS OF CANDIDATES BoD (2009
DATA)
majority
minority
TOTAL
LISTS OF CANDIDATES TO THE Bod
(2008 DATA)
majority
minority
TOTAL
Votes (%)
AGM
No.
µ
µ
µ
90
47
137
48,8%
8,7%
34,8%
59,1%
10,5%
42,5%
10,3%
1,8%
7,7%
100,0%
91,5%
Difference
(further votes
received)
At least one
candidate is
elected
Lists
Votes (%)
AGM
No.
µ
µ
µ
92
45
137
48,4%
7,4%
35,3%
59,4%
10,3%
44,6%
11,1%
2,9%
9,3%
100,0%
88,9%
Difference
(further votes
received)
At least one
candidate is
elected
Lists
Votes (%)
AGM
No.
µ
µ
µ
72
36
108
46,1%
6,7%
32,7%
57,1%
9,5%
40,8%
11,0%
2,8%
8,1%
100,0%
94,4%
on the list
µ
No.TOT
875
168
1043
9,7
3,6
7,6
822
64
886
µ
%
9,1 94%
1,4 38%
6,5 85%
Candidate Elected
No. TOT
µ
No. TOT
893
195
1088
9,7
4,3
7,9
858
62
920
on the list
%
Candidates Elected
No.TOT
on the list
µ
µ
%
9,3 96%
1,4 32%
6,7 85%
Candidates Elected
No. TOT
µ
No. TOT
683
99
782
9,6
2,8
7,3
651
60
711
µ
%
9,0 94%
1,7 61%
6,6 90%
TAB. 25: LISTS OF CANDIDATES TO THE
BOARD OF STATUTORY AUDITORS (2011
DATA)
Ranking of the list
majority
minority
TOTAL
LISTS OF CANDIDATES TO THE BOARD OF
STATUTORY AUDITORS (2010 DATA)
majority
minority
TOTAL
majority
minority
TOTAL
majority
minority
TOTAL
Lists
Voting rights (%)
held by the
shareholders who
submitted the list
Votes (%)
received at
the AGM
Difference
(further votes
received)
At least one
candidate is
elected
No.
µ
µ
µ
No.
No.TOT
µ
No.TOT
78
40
118
51,0%
8,3%
36,5%
60,8%
15,2%
45,2%
9,8%
7,0%
8,7%
100,0%
92,1%
219
56
275
2,8
1,4
2,3
199
38
237
Lists
Voting rights (%)
held by the
shareholders who
submitted the list
Votes (%)
received at
the AGM
Difference
(further votes
received)
At least one
candidate is
elected
No.
µ
µ
µ
71
27
98
50,9%
6,6%
38,3%
60,2%
9,2%
46,1%
9,3%
2,6%
7,8%
100,0%
96,3%
Lists
Voting rights (%)
held by the
shareholders who
submitted the list
Votes (%)
received at
the AGM
Difference
(further votes
received)
At least one
candidate is
elected
No.
µ
µ
µ
97
44
141
46,7%
6,1%
34,3%
59,6%
8,7%
44,8%
12,9%
2,5%
10,5%
100,0%
88,6%
Lists
Voting rights (%)
held by the
shareholders who
submitted the list
Votes
(%)received
at the AGM
Difference
(further votes
received)
At least one
candidate is
elected
No.
µ
µ
µ
78
42
120
48,5%
6,2%
33,8%
57,7%
9,4%
41,1%
9,2%
3,3%
7,3%
100,0%
90,5%
Number of
candidates
on the list
Number of
candidates
on the lists
Candidates Elected
µ
No.TOT
208
51
259
2,9
1,9
2,6
190
27
217
2,6 91%
1,0 68%
2,0 86%
µ
%
2,7 91%
1,0 53%
2,2 84%
Candidates
Elected
No. TOT
µ
No.TOT
292
80
372
3,0
1,8
2,6
262
41
303
Number of
candidates
on the lists
%
Candidates
Elected
No. TOT
Number of
candidates
on the lists
µ
µ
%
2,7 90%
0,9 51%
2,1 81%
Candidates Elected
No.TOT
µ
No.TOT
224
59
283
2,9
1,4
2,4
199
39
238
µ
%
2,6 89%
0,9 66%
2,0 84%
Voting rights (%)
held by the
Minority slates
shareholders who
submitted the list
TAB. 26: " MINORITY LISTS" OF
CANDIDATES TO THE BoD
INDEX
FTSE MIB
FTSE MID CAP
FTSE SMALL CAP
FINANCIAL
NON-FINANCIAL
FAMILY
STATE
TOTAL
Votes (%)
receveid at
the AGM
Difference
(furter votes
received)
Number of
candidates
on the list
Directors elected by
"minority lists"
Directors
elected by
Assogestioni
lists (total)
% in term of
candidates on No.TOT
the list
60%
24
70%
8
3
36%
14
75%
29%
0
35%
0
42%
0
68%
0
42%
0
30%
0
43%
0
57%
0
No.
%
µ
µ
µ
No.TOT
µ
No.TOT
µ
Year
2011
2010
2009
2008
2011
2010
2009
2008
2011
2010
2009
2008
14
11
7
12
11
7
10
19
15
23
19
11
31%
23%
16%
33%
24%
15%
22%
53%
33%
49%
42%
31%
3,3%
4,1%
4,5%
2,4%
5,0%
5,1%
8,3%
7,3%
8,3%
10,1%
7,0%
9,7%
16,1%
7,3%
8,1%
8,1%
10,3%
8,7%
11,5%
9,3%
10,1%
10,6%
8,1%
10,7%
12,8%
3,2%
3,7%
5,7%
5,3%
3,6%
3,2%
2,0%
1,7%
0,5%
1,0%
1,0%
48
30
42
32
41
26
43
25
51
86
47
28
3,4
2,7
6,0
2,7
3,7
3,7
4,3
2,5
3,4
3,7
2,5
2,5
29
21
15
24
12
9
18
17
20
26
20
16
2,1
1,9
2,1
2,0
1,1
1,3
1,8
1,7
1,4
1,1
1,1
1,5
2011
2010
2009
2008
2011
2010
2009
2008
5
10
9
2
40
37
36
34
11%
21%
20%
6%
89%
79%
80%
94%
1,7%
3,0%
6,2%
3,9%
6,7%
10,1%
7,6%
6,9%
6,9%
7,1%
11,1%
5,9%
13,0%
11,1%
10,2%
9,7%
5,2%
4,0%
4,9%
2,0%
6,3%
1,0%
2,6%
2,8%
34
44
54
3
127
124
141
96
6,8
4,4
6,0
1,5
3,2
3,4
3,9
2,8
2
15
24
2
65
49
38
58
0,5
1,5
2,7
1,0
1,6
1,3
1,1
1,7
7%
34%
44%
67%
51%
40%
27%
60%
0
5
2
0
24
3
1
14
0%
33%
8%
0%
37%
6%
3%
24%
2011
2010
2009
2008
2011
2010
2009
2008
18
19
18
16
14
8
9
12
40%
40%
40%
44%
31%
17%
20%
33%
7,9%
11,1%
6,9%
8,0%
4,4%
9,4%
9,3%
5,1%
9,3%
12,3%
8,0%
9,0%
14,6%
11,5%
11,6%
7,7%
1,4%
1,2%
1,1%
1,0%
10,2%
2,0%
2,2%
2,6%
36
46
55
28
47
29
41
45
2,0
2,4
3,1
1,8
3,4
3,6
4,6
3,8
24
22
19
21
26
16
22
22
1,3
1,2
1,1
1,3
1,9
2,0
2,4
1,8
67%
48%
35%
75%
55%
55%
54%
49%
4
0
1
4
15
3
0
9
17%
0%
5%
19%
58%
19%
0%
41%
2011
2010
2009
2008
45
47
45
36
100%
100%
100%
100%
6,1%
8,7%
7,4%
6,7%
12,9%
10,5%
10,3%
9,5%
6,7%
1,8%
2,9%
2,8%
161
168
195
99
3,6
3,6
4,3
2,8
67
64
62
60
1,5
1,4
1,4
1,7
43%
38%
32%
61%
24
8
3
14
36%
13%
5%
23%
%
83%
38%
20%
58%
0%
0%
0%
0%
0%
0%
0%
0%
Voting rights (%)
held by the
Minority slates
shareholders who
submitted the list
TAB. 27: "MINORITY LISTS" OF
CANDIDATES TO THE BOARD
OF STATUTORY AUDITORS
INDEX
FTSE MIB
FTSE MID CAP
FTSE SMALL CAP
FINANCIAL
NON-FINANCIAL
FAMILY
STATE
TOTAL
Votes (%)
received at
the AGM
Difference
(further votes
received)
Number of
candidates
on the list
Statutory Auditors elected
by "minority lists"
No.
%
µ
µ
µ
No.TOT
µ
No.TOT
µ
Year
2011
2010
2009
2008
2011
2010
2009
2008
2011
2010
2009
2008
10
4
9
11
11
5
10
13
10
16
24
12
25%
15%
20%
26%
28%
19%
23%
31%
25%
59%
55%
29%
3,1%
3,6%
4,3%
1,3%
6,4%
4,5%
7,5%
5,5%
7,9%
7,2%
6,0%
7,3%
19,0%
7,0%
8,1%
9,2%
13,9%
7,2%
11,8%
7,6%
9,6%
9,9%
7,7%
8,5%
15,9%
3,3%
3,8%
7,9%
7,6%
2,7%
4,3%
2,2%
1,6%
2,7%
1,7%
1,2%
13
8
17
12
12
11
23
15
16
28
37
23
1,3
2,0
1,9
1,1
1,1
2,2
2,3
1,2
1,6
1,8
1,5
1,9
10
5
9
9
10
4
9
12
10
16
22
12
1,0
1,3
1,0
0,8
0,9
0,8
0,9
0,9
1,0
1,0
0,9
1,0
% (in term of
candidates
on the list)
77%
63%
53%
75%
83%
36%
39%
80%
63%
57%
59%
52%
2011
2010
2009
2008
2011
2010
2009
2008
4
5
7
8
36
22
37
34
10%
19%
16%
19%
90%
81%
84%
81%
3,3%
2,6%
4,5%
2,3%
8,8%
7,5%
6,3%
7,2%
8,4%
6,7%
10,9%
6,3%
16,0%
9,7%
8,5%
10,1%
5,1%
4,1%
6,5%
4,0%
7,2%
2,2%
2,2%
2,9%
6
12
21
10
50
39
59
49
1,5
2,4
3,0
1,3
1,4
1,8
1,6
1,4
4
6
5
6
34
21
36
33
1,0
1,2
0,7
0,8
0,9
1,0
1,0
1,0
2011
2010
2009
2008
2011
2010
2009
2008
19
8
26
22
12
8
3
12
48%
30%
59%
52%
30%
30%
7%
29%
9,7%
9,2%
6,4%
6,8%
6,2%
5,6%
6,4%
6,3%
13,5%
11,3%
7,3%
8,7%
16,2%
7,6%
11,4%
8,7%
3,9%
2,2%
0,9%
1,9%
10,0%
2,0%
4,9%
2,4%
25
12
40
32
16
15
5
15
1,3
1,5
1,5
1,5
1,3
1,9
1,7
1,3
18
8
26
21
12
7
3
12
2011
2010
2009
2008
40
27
44
42
100%
100%
100%
100%
8,3%
6,6%
6,1%
6,2%
15,2%
9,2%
8,7%
9,4%
7,0%
2,6%
2,5%
3,3%
56
51
80
59
1,4
1,9
1,8
1,4
38
27
41
39
Statutory Auditors
elected by
Assogestioni lists
(total)
No. TOT
%
7
5
3
5
0
0
1
0
0
1
0
0
70%
100%
33%
56%
0%
0%
11%
0%
0%
6%
0%
0%
67%
50%
24%
60%
68%
54%
61%
67%
1
3
0
1
6
3
4
4
25%
50%
0%
17%
18%
14%
11%
12%
0,9
1,0
1,0
1,0
1,0
0,9
1,0
1,0
72%
67%
65%
66%
75%
47%
60%
80%
1
1
3
1
4
2
0
3
6%
13%
12%
5%
33%
29%
0%
25%
1,0
1,0
0,9
0,9
68%
53%
51%
66%
7
6
4
5
18%
22%
10%
13%
Independent Directors
Total number of
TAB. 28: CLASSIFICATION OF
directors (for which
DIRECTORS (IN COMPANIES
the E/NE classification
WHERE MINORITY DIRECTORS
is available)
HAVE BEEN ELECTED-2011 DATA)
Executive Directors
Non-Executive
Directors
according to the "CG
Code definiton"
according to the
"CLF definiton"
No.
No.
%
No.
%
No.
%
No.
%
Number of Directors
appointed by minority shareholders
appointed by majority shareholders
TOTAL
185
951
1.136
18
245
263
10%
26%
23%
167
706
873
90%
74%
77%
131
364
495
71%
38%
44%
140
406
546
76%
43%
48%
% values
TOTAL
16%
84%
100%
Total number of
CLASSIFICATION OF DIRECTORS
(IN COMPANIES WHERE MINORITY directors (for which
DIRECTORS HAVE BEEN ELECTED- the E/NE classification
is available)
2010 DATA)
7%
93%
100%
19%
81%
100%
26%
74%
100%
26%
74%
100%
Executive Directors
Non-Executive
Directors
according to the "CG
Code definition"
according to the
"CLF definition"
No.
No.
%
No.
%
No.
%
No.
%
Number of Directors
TOTAL
169
851
1.020
12
211
223
7%
25%
22%
157
640
797
93%
75%
78%
115
316
431
68%
37%
42%
119
332
451
70%
39%
44%
% values
TOTAL
17%
83%
100%
5%
95%
100%
20%
80%
100%
27%
73%
100%
26%
74%
100%
Number of
companies where
Number of companies
Number of
a) Minority
where at least one
companies where
Directors have been
Minority Director is
Minority Directors
elected and b) ICC
member of the ICC
have been elected
has been
established
TAB. 29: COMPANIES WITH
DIRECTORS APPOINTED BY MINORITY
SHAREHOLDERS AND COMPOSITION
OF BOARD COMMITTEES
INDEX
FTSE MIB
FTSE MID CAP
FTSE SMALL CAP
FINANCIAL
NON-FINANCIAL
FAMILY
STATE
TOTAL
Number of
companies where
a) Minority
Directors have
been elected and
b) RC has been
established
Number of
companies were at
least one Minority
Directors is
member of the RC
Year
2011
2010
2009
2008
2011
2010
2009
2008
2011
2010
2009
2008
No.
22
19
No.
22
19
%
100%
100%
No.
16
15
%
73%
79%
No.
22
19
%
100%
100%
No.
15
14
%
68%
74%
21
21
21
21
100%
100%
10
11
48%
52%
21
21
100%
100%
11
12
52%
57%
45
38
38
34
84%
89%
21
17
55%
50%
32
29
71%
76%
16
15
50%
52%
2011
2010
2009
2008
2011
2010
2009
2008
14
12
14
11
100%
92%
7
6
50%
55%
14
11
100%
92%
6
5
43%
45%
84
76
76
70
90%
92%
42
41
55%
59%
70
64
83%
84%
42
41
60%
64%
2011
2010
2009
2008
2011
2010
2009
2008
45
38
38
33
84%
87%
18
18
47%
55%
37
31
82%
82%
15
14
41%
45%
24
23
21
23
88%
100%
16
17
76%
74%
19
20
79%
87%
19
19
100%
95%
2011
2010
2009
2008
98
88
90
81
92%
92%
49
47
54%
58%
84
75
86%
85%
48
46
57%
61%
Year
Number of companies Number of companies
EXECUTIVE
INDEPENDENT
Number of
that have established providing information on
directors (% NON-EXECUTIVE directors (% on
MINORITY
directors in the
a Remuneration
on the
directors (% on NON-EXECUTIVE directors (% on the
the committee
committee
Committee
Committee)
the committee)
directors)
composition
committee)
# No.
%
# No.
%
µ
µ
%
µ
%
µ
%
µ
%
Number of companies
the attendance of each
directors to committee
meetings
# No.
%
µ
Number of
companies
providing
information on
tasks entrusted to
the committee
# No.
%
Number of
companies
providing
information on
the meetings'
frequency
# No.
%
2011
37
36
97,3%
36
36
100,0%
3,8
0,1
2,8%
3,7
97,2%
2,9
79,6%
0,6
18,1%
36
35
97,2%
0,94
36
32
88,9%
36
36 #####
5,08
2010
37
36
97,3%
36
36
100,0%
3,9
0,1
1,9%
3,9
98,1%
3,0
78,6%
0,6
16,0%
36
36
100,0%
0,94
36
32
88,9%
36
36 #####
5,42
2009
39
37
94,9%
37
37
100,0%
3,8
0,1
1,6%
3,7
98,4%
2,7
75,3%
37
34
91,9%
0,93
37
34
91,9%
37
37 #####
4,24
TAB.30: REMUNERATION
COMMITTEE
INDEX
FTSE MIB
FTSE MID CAP
FTSE SMALL CAP
FTSE MICRO CAP
OTHERS
STAR
OTHERS
FINANCIAL
NON-FINANCIAL
TOTAL
Number of
meetings
µ
2011
60
57
95,0%
57
57
100,0%
3,2
0,0
0,4%
3,2
99,6%
2,4
74,8%
0,2
7,0%
56
51
91,1%
0,96
57
45
78,9%
57
55 96,5%
3,11
2010
61
58
95,1%
58
58
100,0%
3,2
0,1
1,5%
3,1
98,5%
2,2
70,6%
0,2
6,9%
58
49
84,5%
0,96
58
38
65,5%
58
57 98,3%
2,74
2009
60
56
93,3%
56
56
100,0%
3,2
0,1
2,7%
3,1
97,3%
2,3
74,3%
56
50
89,3%
0,93
56
38
67,9%
56
53 94,6%
2,79
2011
134 107
79,9%
107 107
100,0%
3,0
0,0
1,1%
2,9
98,9%
2,2
74,9%
0,1
4,7%
105 85
81,0%
0,98
107 72
67,3%
107 103 96,3%
1,93
2010
149 117
78,5%
117 117
100,0%
3,0
0,1
1,6%
2,9
98,4%
2,2
74,2%
0,1
5,3%
117 89
76,1%
0,97
117 71
60,7%
117 112 95,7%
1,86
2009
140 109
77,9%
109 108
99,1%
2,9
0,1
1,9%
2,9
98,1%
2,2
76,1%
107 73
68,2%
0,95
109 65
59,6%
109 100 91,7%
1,83
2011
2010
2009
19
12
21
78,9%
66,7%
71,4%
15
8
15
100,0%
100,0%
100,0%
3,0
3,1
2,9
0,1
0,4
0,2
2,2%
12,5%
6,7%
2,9
2,8
2,7
97,8%
87,5%
93,3%
1,9
1,9
1,9
61,1%
62,5%
64,4%
15
8
15
12
6
10
80,0%
75,0%
66,7%
1,0
1,0
1,00
15
8
15
40,0%
25,0%
33,3%
15
8
15
2,29
1,63
1,85
15
8
15
15
8
15
0,3
0,5
10,6%
15,6%
6
2
5
14 93,3%
8 #####
13 86,7%
2011
12
8
66,7%
8
8
100,0%
3,0
0,0
0,0%
3,0
100,0%
2,3
75,0%
0,1
4,2%
8
5
62,5%
0,93
8
5
62,5%
8
8
#####
1,88
2010
13
10
76,9%
10
10
100,0%
3,0
0,1
3,3%
2,9
96,7%
1,9
66,7%
0,1
3,3%
10
8
80,0%
0,92
10
7
70,0%
10
10 #####
1,70
2009
19
12
63,2%
12
12
100,0%
2,9
0,0
0,0%
2,9
100,0%
2,1
74,4%
13
10
76,9%
0,97
12
7
58,3%
12
12 #####
2,17
2011
72
72
100,0%
72
72
100,0%
3,0
0,0
0,0%
3,0
100,0%
2,3
77,3%
0,1
3,5%
70
59
84,3%
0,97
72
51
70,8%
72
70 97,2%
2,20
2010
71
71
100,0%
71
71
100,0%
3,0
0,0
0,0%
3,0
100,0%
2,2
74,2%
0,1
4,0%
71
60
84,5%
0,97
71
46
64,8%
71
69 97,2%
2,14
2009
71
71
100,0%
71
71
100,0%
3,0
0,0
0,5%
3,0
99,5%
2,3
75,1%
71
54
76,1%
0,95
71
43
60,6%
71
67 94,4%
2,31
2008
79
79
100,0%
79
79
100,0%
3,0
0,1
2,8%
2,9
97,6%
2,2
76,8%
78
59
75,6%
0,97
79
46
58,2%
79
75 94,9%
2,39
2011
190 151
79,5%
151 151
100,0%
3,3
0,1
1,8%
3,2
98,2%
2,3
73,5%
0,3
9,9%
150 129
86,0%
0,96
151 109
72,2%
151 146 96,7%
3,05
2010
201 158
78,6%
158 158
100,0%
3,3
0,1
3,0%
3,2
97,0%
2,3
72,8%
0,3
9,3%
158 128
81,0%
0,96
158 104
65,8%
158 154 97,5%
2,86
2009
208 158
76,0%
158 157
99,4%
3,2
0,1
3,0%
3,1
97,0%
2,3
74,5%
157 123
78,3%
0,94
158 106
67,1%
158 148 93,7%
2,59
2011
28
25
89,3%
25
25
100,0%
3,7
0,1
2,7%
3,6
97,3%
2,5
71,5%
0,4
12,3%
25
22
88,0%
0,93
25
21
84,0%
25
25 #####
5,56
2010
29
25
86,2%
25
25
100,0%
3,8
0,1
2,7%
3,7
97,3%
2,5
67,5%
0,3
8,9%
25
22
88,0%
0,90
25
20
80,0%
25
25 #####
3,96
2009
31
25
80,6%
25
25
100,0%
3,8
0,1
2,7%
3,8
97,3%
2,4
67,4%
26
21
80,8%
0,90
25
20
80,0%
25
25 #####
3,92
2008
35
27
77,1%
27
27
100,0%
3,7
0,1
2,8%
3,6
97,2%
2,3
64,4%
27
25
92,6%
0,95
27
24
88,9%
27
27 #####
3,33
2011
234 198
84,6%
198 198
100,0%
3,1
0,0
1,0%
3,1
99,0%
2,3
75,1%
0,2
7,2%
195 166
85,1%
0,97
198 139
70,2%
198 191 96,5%
2,41
2010
243 204
84,0%
204 204
100,0%
3,1
0,1
2,0%
3,0
98,0%
2,3
73,9%
0,2
7,5%
204 166
81,4%
0,97
204 130
63,7%
204 198 97,1%
2,47
2009
2008
248 204
256 207
82,3%
80,9%
204 203
207 204
99,5%
98,6%
3,0
3,1
0,1
0,1
2,2%
4,2%
3,0
2,9
97,8%
95,6%
2,2
2,2
75,6%
77,3%
202 156
200 152
77,2%
76,0%
0,95
0,96
204 129
207 121
63,2%
58,5%
204 190 93,1%
207 193 93,2%
2,32
2,28
2011
2010
262 223
272 229
85,1%
84,2%
223 223
229 229
100,0%
100,0%
3,2
3,2
0,0
0,1
1,2%
2,1%
3,1
3,1
98,8%
97,9%
2,3
2,3
74,7%
73,2%
220 188
229 188
85,5%
82,1%
0,97
0,96
223 160
229 150
71,7%
65,5%
223 216 96,9%
229 223 97,4%
2,78
2,64
2009
2008
279 229
291 234
82,1%
80,4%
229 228
234 231
99,6%
98,7%
3,1
3,1
0,1
0,1
2,2%
4,1%
3,1
3,0
97,8%
95,8%
2,3
2,2
74,7%
75,8%
228 177
227 177
77,6%
78,0%
0,95
0,96
229 149
234 145
65,1%
62,0%
229 215 93,9%
234 220 94,0%
2,50
2,41
0,3
0,2
7,8%
7,6%
Number of companies
that have established
the Remuneration
TAB.31: COMPOSITION OF
Committee
BOARD COMMITTEES
INDEX
FTSE MIB
RC composed by only
NON-EXECUTIVE
directors
RC composed by
majority of
INDEPENDENT
directors
RC composed by only
INDEPENDENT
directors
Number of companies
that have esteblished
the Internal Control
Committee
ICC composed by only
NON-EXECUTIVE
directors
ICC composed by
ICC composed by only
majority of
INDEPENDENT directors
INDEPENDENT directors
Year
#
No.
%
#
No.
%
#
No.
%
#
No.
%
#
No.
%
#
No.
%
#
No.
%
#
No.
%
2011
37
36
97,3%
36
34
94,4%
36
33
91,7%
36
12
33,3%
37
37
100,0%
37
36
97,3%
37
37
100,0%
37
21
56,8%
2010
37
36
97,3%
36
34
94,4%
36
34
94,4%
36
10
27,8%
37
37
100,0%
37
37
100,0%
37
36
97,3%
37
23
62,2%
2011
60
57
95,0%
57
56
98,2%
57
54
94,7%
57
18
31,6%
60
59
98,3%
59
59
100,0%
59
54
91,5%
59
29
49,2%
2010
61
58
95,1%
58
55
94,8%
58
52
89,7%
58
13
22,4%
61
59
96,7%
59
58
98,3%
59
56
94,9%
59
23
39,0%
2009
FTSE MID CAP
2009
2011
134 107
79,9%
107 103
96,3%
107 95
88,8%
107 35
32,7%
134 117
87,3%
117 113
96,6%
117 107
91,5%
117 51
43,6%
FTSE SMALL CAP 2010
149 117
78,5%
117 112
95,7%
117 105
89,7%
117 33
28,2%
149 125
83,9%
125 119
95,2%
125 117
93,6%
125 48
38,4%
2011
FTSE MICRO CAP 2010
2009
19
12
15
8
78,9%
66,7%
15
8
14
5
93,3%
62,5%
15
8
10
6
66,7%
75,0%
15
8
5
2
33,3%
25,0%
19
12
13
8
68,4%
66,7%
13
8
12
8
92,3%
100,0%
13
8
11
8
84,6%
100,0%
13
8
5
3
38,5%
37,5%
2011
12
8
66,7%
8
8
100,0%
8
8
100,0%
8
2
25,0%
12
9
75,0%
9
9
100,0%
9
9
100,0%
9
4
44,4%
2010
13
10
76,9%
10
9
90,0%
10
9
90,0%
10
0
0,0%
13
11
84,6%
11
11
100,0%
11
11
100,0%
11
4
36,4%
2009
OTHERS
2009
STAR
2011
72
72
100,0%
72
72
100,0%
72
71
98,6%
72
23
31,9%
72
72
100,0%
72
72
100,0%
72
72
100,0%
72
28
38,9%
2010
71
71
100,0%
71
71
100,0%
71
70
98,6%
71
16
22,5%
71
71
100,0%
71
71
100,0%
71
71
100,0%
71
24
33,8%
2011
190 151
79,5%
151 143
94,7%
151 129
85,4%
151 49
32,5%
190 163
85,8%
163 157
96,3%
163 146
89,6%
163 82
50,3%
2010
201 158
78,6%
158 144
91,1%
158 136
86,1%
158 42
26,6%
201 169
89,7%
169 162
95,9%
169 157
92,9%
169 77
45,6%
2009
2008
OTHERS
2009
FINANCIAL
2011
28
25
89,3%
25
24
96,0%
25
21
84,0%
25
6
24,0%
28
26
92,9%
26
25
96,2%
26
25
96,2%
26
13
50,0%
2010
29
25
86,2%
25
23
92,0%
25
21
84,0%
25
3
12,0%
29
26
89,7%
26
25
96,2%
26
24
92,3%
26
14
53,8%
2011
234 198
84,6%
198 191
96,5%
198 179
90,4%
198 66
33,3%
234 209
89,3%
209 204
97,6%
209 193
92,3%
209 97
46,4%
2010
243 204
84,0%
204 192
94,1%
204 185
90,7%
204 55
27,0%
243 214
88,1%
214 208
97,2%
214 204
95,3%
214 87
40,7%
262 223
272 229
85,1%
84,2%
223 215
229 215
96,4%
93,9%
223 200
229 206
89,7%
90,0%
223 72
229 58
32,3%
25,3%
262 235
272 240
89,7%
88,2%
235 229
240 233
97,4%
97,1%
235 218
240 228
92,8%
95,0%
235 110
240 101
46,8%
42,1%
2009
2008
NON-FINANCIAL
2009
2008
TOTAL
2011
2010
2009
2008
INTERNAL CONTROL COMMITTEE
REMUNERATION COMMITTEE
TAB.32: ATTENDANCE
TO BOARD COMMITTES Average
(NDIVIDUAL DIRECTORS- Median
2011 DATA)
100
90<x<100
75<x<90
50<x<75
x<50
Total (available data)
n.a.
Total
96,0%
100%
No.
521
4
25
31
19
600
100
700
%
87%
1%
4%
5%
3%
86%
14%
100%
Average
Median
% cumulated
87%
88%
92%
97%
100%
No.
511
31
75
37
21
675
60
735
REMUNERATION COMMITTE
ATTENDANCE TO
BOARD COMMITTEES Average
(INDIVIDUAL
Median
DIRECTORS-2010 DATA)
100
90<x<100
75<x<90
50<x<75
x<50
n.a.
Total
No.
539
3
18
24
15
599
128
727
ATTENDANCE TO
BOARD COMMITTEES
Average
(INDIVIDUAL
Median
DIRECTORS-2009 DATA)
100
90<x<100
75<x<90
50<x<75
x<50
n.a.
Total
ATTENDANCE TO
BOARD COMMITTEES
(2007 DATA)
100
90<x<100
75<x<90
50<x<75
x<50
n.a.
Total
No.
497
1
23
19
13
553
156
709
ATTENDANCE TO
BOARD COMMITTEE
(2007 DATA)
REMUNERATION
COMMITTEE
Average
Median
100
90<x<100
75<x<90
50<x<75
x<50
n.a.
Total
No.
56
2
4
3
1
66
71
137
%
85%
3%
6%
5%
2%
48%
52%
100%
Average
96,2%
100%
Median
100%
Median
100%
%
90%
1%
3%
4%
3%
82%
18%
100%
% cumulated
90%
90%
93%
97%
100%
No
519
19
75
49
22
684
68
752
%
86%
1%
4%
6%
3%
78%
22%
100%
Average
Median
% cumulated
86%
87%
91%
97%
100%
%
76%
3%
11%
7%
3%
91%
9%
100%
% cumulated
76%
79%
90%
97%
100%
93,0%
100%
No.
454
22
67
48
10
601
140
741
%
76%
4%
11%
8%
2%
81%
19%
100%
% cumulated
76%
79%
90%
98%
100%
INTERNAL CONTROL
COMMITTEE
95,6%
100%
%
90%
0%
4%
3%
2%
78%
22%
100%
Average
Median
% cumulated
90%
90%
94%
98%
100%
%
85%
0%
5%
4%
6%
65%
35%
100%
93,5%
100%
No.
490
15
49
49
15
618
131
749
INTERNAL CONTROL
COMMITTEE
Average
Median
% cumulated
85%
85%
90%
94%
100%
No.
384
8
46
35
26
499
192
691
%
79%
2%
8%
8%
2%
83%
17%
100%
% cumulated
79%
82%
90%
98%
100%
91,0%
100%
%
77%
2%
9%
7%
5%
72%
28%
100%
% cumulated
77%
79%
88%
95%
100%
% cumulated
85%
88%
94%
98%
100%
NOMINATION COMMITTEE
92,2%
92,0%
100%
No.
372
1
22
17
25
437
236
673
% cumulated
76%
80%
91%
97%
100%
95,9%
100%
Average
94,0%
100%
REMUNERATION
COMMITTEE
Average
Median
%
76%
5%
11%
5%
3%
92%
8%
100%
NOMINATION COMMITTEE
Average
Median
95,5%
REMUNERATION COMMITEE
No.
480
4
21
33
17
555
160
715
93,7%
100%
No.
57
0
4
2
1
64
76
140
%
89%
0%
6%
3%
2%
46%
54%
100%
% cumulated
89%
89%
95%
98%
100%
TAB.33 b): DIRECTORS'
REMUNERATION (median data
in € .000)
TAB.33 a): DIRECTORS'
REMUNERATION (average
data in € .000)
INDEX
FTSE MIB
FTSE MID CAP
FTSE SMALL CAP
FTSE MICRO CAP
OTHERS
STAR
OTHERS
FINANCIAL
NON-FINANCIAL
TOTAL
Year
#
Remunerat
ion for
office held
2011
548
203
46,6%
4
0,8%
Bonuses
and other
incentive
s
62
2010
2009
568
585
205
197
47,2%
47,3%
6
3
1,4%
0,8%
51
68
11,8%
16,3%
(in % of
Total)
Non
Monetary
Benefits
(in % of
Total)
(in % of
Total)
Other
Remunera
tion
(in % of
Total)
Total
Remunera
tion
14,2%
167
38,3%
435
172
148
39,6%
35,6%
434
417
2011
732
138
55,9%
3
1,2%
28
11,3%
78
31,5%
247
2010
2009
708
677
138
129
55,1%
48,3%
2
2
0,7%
0,7%
19
39
7,8%
14,6%
91
97
36,4%
36,5%
250
267
2011
1170
81
58,5%
2
1,6%
9
6,8%
46
33,2%
138
2010
2009
1246
1137
74
79
62,1%
53,7%
1
9
0,8%
6,0%
9
15
7,9%
9,9%
35
45
29,2%
30,4%
120
148
2011
175
60
60,9%
1
0,9%
18
18,0%
20
20,1%
99
2010
2009
113
189
69
73
69,7%
57,7%
2
9
1,6%
7,3%
5
22
5,3%
17,1%
23
23
23,3%
17,9%
99
126
2011
101
94
56,4%
1
0,6%
1
0,6%
71
42,4%
167
2010
2009
102
141
55
88
39,1%
48,7%
0
1
0,2%
0,6%
35
40
25,4%
22,0%
49
52
35,3%
28,6%
140
181
2011
682
98
58,2%
3
1,6%
21
12,6%
46
27,5%
168
2010
647
88
55,2%
2
1,3%
18
11,0%
52
32,5%
160
INDEX
FTSE MIB
FTSE MID CAP
FTSE SMALL CAP
FTSE MICRO CAP
OTHERS
STAR
Remunerati
on for office
held
Non
Monetary
Benefits
Bonuses
Other
Total
and other Remunerati Remunerati
incentives
on
on
Year
#
2011
548
99
0
0
0
125
2010
2009
568
585
90
85
0
0
0
0
0
0
120
113
2011
732
40
0
0
0
55
2010
2009
708
677
38
38
0
0
0
0
0
0
53
50
2011
1170
25
0
0
0
32
2010
2009
1246
1137
24
22
0
0
0
0
0
0
30
30
2011
175
20
0
0
0
20
2010
2009
113
189
19
20
0
0
0
0
0
0
20
28
2011
101
20
0
0
0
25
2010
2009
102
141
25
40
0
0
0
0
0
0
45
52
2011
682
32
0
0
0
38
2010
647
27
0
0
0
38
39
2009
630
85
44,9%
15
7,8%
36
18,7%
54
28,5%
190
2009
630
28
0
0
0
2011
2044
127
52,0%
2
1,0%
26
10,8%
89
36,2%
245
2011
2044
39
0
0
0
54
2010
2009
2090
2099
126
126
53,1%
50,8%
2
3
1,0%
1,1%
23
33
9,6%
13,4%
86
86
36,3%
34,7%
237
249
2010
2009
2090
2099
44
45
0
0
0
0
0
0
62
62
2011
497
167
57,0%
3
1,2%
12
4,1%
110
37,7%
292
2010
507
176
58,7%
3
1,0%
18
5,9%
103
34,4%
299
OTHERS
FINANCIAL
2011
497
40
0
0
0
50
2010
507
82
0
0
0
109
113
2009
509
176
58,7%
4
1,4%
49
16,4%
70
23,5%
300
2009
509
80
0
0
0
2011
2229
109
52,0%
2
1,1%
28
13,3%
71
33,6%
211
2011
2229
45
0
0
0
62
2010
2009
2230
2220
104
103
51,7%
46,9%
2
6
1,0%
2,6%
22
30
11,2%
13,8%
72
81
36,1%
36,7%
200
220
2010
2009
2230
2220
30
30
0
0
0
0
0
0
44
44
2011
2726
120
53,1%
3
1,1%
25
11,2%
78
34,6%
226
2011
2726
37
0
0
0
50
2010
2009
2737
2729
117
117
53,5%
49,7%
2
5
1,0%
2,3%
21
34
9,8%
14,4%
78
79
35,7%
33,6%
219
235
2010
2009
2737
2729
38
37
0
0
0
0
0
0
55
55
NON-FINANCIAL
TOTAL
Tab. 34 a): DIRECTORS' REMUNERATION, BY ROLE (average data in € .000)
Remunerati
on for office
held
%
Non
Monetary
Benefits
%
Bonuses
and other
incentives
%
Others
Remunera
tion
%
Total
Remunera
tion
321
379
47,9%
14
1,7%
157
19,8%
241
30,5%
791
326
343
354
343
52,7%
47,2%
9
32
1,3%
4,5%
108
128
16,0%
17,5%
201
225
29,9%
30,9%
672
727
204
375
73,1%
3
0,7%
34
6,7%
100
19,5%
513
214
210
382
359
68,8%
62,0%
4
4
0,6%
0,7%
51
74
9,2%
12,8%
119
141
21,4%
24,4%
555
579
2011
182
170
56,0%
4
1,3%
28
9,1%
102
33,6%
303
2010
2009
178
168
162
190
45,4%
45,7%
2
3
0,5%
0,7%
14
66
4,0%
15,8%
178
157
50,1%
37,8%
356
416
2011
210
79
19,6%
3
0,8%
27
6,7%
294
72,8%
404
2010
2009
225
234
72
81
21,1%
22,1%
7
4
2,0%
1,0%
22
67
6,6%
18,4%
239
215
70,4%
58,5%
340
367
Role
Year
Managing Director
2011
2010
2009
2011
2010
2009
Chairman
Deputy Chairman
Other Executives
Non-Executive in EC
Other Non-Executives
(Not Independent)
Other Independent
TOTAL
#
2011
59
69
78,3%
1
0,8%
0
0,0%
18
20,8%
88
2010
2009
58
62
86
79
66,0%
58,1%
2
2
1,7%
1,5%
23
5
17,4%
3,9%
19
50
14,9%
36,5%
131
136
2011
768
35
47,5%
1
0,7%
1
0,7%
38
51,1%
74
2010
2009
755
730
36
33
43,6%
44,6%
0
1
0,6%
1,0%
5
8
5,5%
10,1%
42
33
50,4%
44,2%
83
75
2011
982
51
91,8%
0
0,2%
0
0,1%
4
7,9%
55
2010
2009
981
982
46
46
90,7%
88,0%
0
1
0,1%
1,8%
0
0
0,8%
0,8%
4
5
8,3%
9,4%
51
53
2011
2726
120
53,1%
3
1,1%
25
11,2%
78
34,6%
226
2010
2009
2737
2729
117
117
53,5%
50%
2
5
1,0%
2%
21
34
9,8%
14%
78
79
35,7%
34%
219
235
Tab. 34 b): DIRECTORS' REMUNERATION, BY ROLE (median data in € .000)
Remunerati
Non
Bonuses
Other
Total
ROLE
Year
#
on for
Monetary
and other remunerati remunerati
office held
Benefits
incentives
on
on
Mananging Director
2011
321
241
0
0
36
409
2010
326
200
0
0
28
358
2009
343
181
0
0
33
360
Chairman
Deputy Chairman
Others Independent
Non-Executive in EC
Other NonExecutives (Not
Independent)
Other Independent
TOTAL
2011
204
173
0
0
0
259
2010
2009
214
210
180
182
0
0
0
0
0
0
272
244
2011
182
119
0
0
0
173
2010
2009
178
168
111
118
0
0
0
0
0
0
169
193
2011
210
35
0
0
87
180
2010
2009
225
234
36
32
0
0
0
0
83
77
154
163
2011
59
47
0
0
0
59
2010
2009
58
62
53
62
0
0
0
0
0
0
63
69
2011
768
20
0
0
0
29
2010
2009
755
730
20
20
0
0
0
0
0
0
27
25
2011
982
35
0
0
0
36
2010
2009
981
982
30
32
0
0
0
0
0
0
35
35
2011
2726
40
0
0
0
55
2010
2009
2737
2729
38
37
0
0
0
0
0
0
55
55
Tab. 35: DIRECTORS'
REMUNERATION, BY ROLE
AND SECTOR (average data in
€ .000)
Remuneration for office held
#
Non-Financial
Financial
NonFinancial
Financial
Non-Financial
Financial
Non-Financial
302
887
352
92
27
1001
476
752
211
2018
714
308
321
1148
761
308
314
22
20
8
33
325
457
95
105
528
299
182
219
2023
1537
594
672
30
174
674
323
11
15
0
291
114
100
791
463
31
34
183
176
750
758
319
282
2
4
4
4
85
147
46
60
32
63
133
157
869
972
502
503
2011
59
123
209
151
8
23
0
333
157
76
369
272
2010
2009
56
57
122
111
199
229
145
170
2
4
2
3
3
53
20
72
188
82
174
196
391
368
340
440
2011
55
155
91
70
17
8
0
168
298
305
393
407
2010
2009
58
46
167
188
87
104
66
76
15
5
4
3
3
143
29
49
345
358
202
180
450
610
301
308
2011
20
39
106
50
5
5
0
0
28
13
135
64
2010
2009
20
24
38
38
124
101
66
65
1
0
3
3
0
0
35
9
23
9
17
75
148
111
122
152
2011
136
632
63
29
3
16
0
30
69
32
132
61
2010
2009
140
128
615
602
66
67
29
26
0
2
1
1
0
1
6
9
66
29
36
34
133
99
71
70
Non-Financial
Mananging Director
2011
19
2010
2009
18
22
2011
2010
2009
Non-Executive in EC
Other Non-Executives (Not
Independent)
Other Independent
TOTAL
Total Remuneration
Financial
Financial
Other Executives
Other Remuneration
Non-Financial
Year
Deputy Chairman
Bonuses and other
incentives
Financial
Role
Chairman
Non Monetary Benefits
2011
178
804
99
41
2
3
0
6
9
3
107
44
2010
2009
184
198
797
784
93
92
36
35
0
5
0
0
1
1
0
0
8
10
3
4
102
107
40
39
2011
497
2229
167
110
19
18
1001
326
110
72
292
211
2010
2009
507
509
2230
2220
176
176
104
103
3
4
2
6
18
49
22
30
103
70
72
81
299
300
200
220
Tab. 36 a): REMUNERATION OF INDEPENDENT DIRECTORS (average data in € .000)
INDEX
FTSE MIB
FTSE MID CAP
FTSE SMALL CAP
FTSE MICRO CAP
OTHERS
STAR
OTHERS
FINANCIAL
NON-FINANCIAL
TOTAL
Non
Monetary
Benefits
Bonuses
and other
incentives
Tab. 36 b): REMUNERATION OF INDEPENDENT DIRECTORS (median data in € .000)
Other
Remunera
tion
Total
Remunera
tion
#
Remuneration
for office held
2011
245
100
93,9%
0
0,2%
0
0,0%
6
5,9%
107
2010
2009
261
268
93
90
92,0%
89,4%
0
0
0,1%
0,1%
1
0
0,9%
0,2%
7
10
7,0%
10,3%
101
101
Year
%
%
%
%
2011
264
44
90,2%
0
0,2%
0
0,0%
5
9,6%
49
2010
2009
252
256
42
42
88,2%
87,8%
0
0
0,3%
0,2%
0
1
0,0%
2,2%
5
5
11,5%
9,8%
48
47
2011
391
27
87,2%
0
0,0%
0
0,2%
4
12,6%
31
2010
2009
393
360
23
22
89,5%
91,2%
0
0
0,0%
0,0%
0
0
1,4%
0,4%
2
2
9,1%
8,4%
25
24
2011
50
36
94,7%
0
0,0%
1
3,0%
1
2,2%
38
2010
2009
45
53
22
22
95,5%
52,6%
0
16
1,0%
38,2%
1
1
3,5%
1,9%
0
3
0,0%
7,3%
23
43
2011
32
50
100,0%
0
0,0%
0
0,0%
0
0,0%
50
2010
2009
30
45
27
39
95,9%
98,0%
0
0
0,0%
0,0%
0
0
0,0%
0,0%
1
1
4,1%
2,0%
28
39
2011
247
28
93,8%
0
0,0%
0
0,2%
2
6,0%
30
2010
226
25
90,3%
0
0,0%
1
2,0%
2
7,6%
28
INDEX
FTSE MIB
FTSE MID CAP
FTSE SMALL CAP
FTSE MICRO CAP
OTHERS
STAR
Year
#
Remunerat
ion for
office held
Non
Monetary
Benefits
Bonuses
and other
incentives
Total
Other
remunerati
remuneration
on
2011
245
92
2
0
0
95
2010
2009
261
268
77
75
0
0
0
0
0
0
85
88
2011
264
37
1
2
0
40
2010
2009
252
256
35
36
0
0
0
0
0
0
40
40
2011
391
21
0
2
0
23
2010
2009
393
360
20
18
0
0
0
0
0
0
20
20
2011
50
19
0
10
0
20
2010
2009
45
53
13
17
0
0
0
0
0
0
14
17
2011
32
37
0
0
0
36
2010
2009
30
45
24
35
0
0
0
0
0
0
26
35
2011
247
25
0
6
0
25
2010
226
23
0
0
0
26
27
2009
216
26
88,4%
0
0,0%
1
4,3%
2
7,3%
30
2009
216
23
0
0
0
2011
735
59
91,5%
0
0,2%
0
0,1%
5
8,2%
64
2011
735
41
2
8
0
43
2010
2009
755
766
53
52
90,8%
88,0%
0
1
0,2%
2,0%
0
0
0,6%
0,3%
5
6
8,4%
9,7%
58
59
2010
2009
755
766
35
36
0
0
0
0
0
0
40
40
2011
178
99
91,6%
0
0,2%
0
0,0%
9
8,2%
108
2010
184
93
91,6%
0
0,2%
1
0,6%
8
7,6%
102
OTHERS
FINANCIAL
2011
178
87
2
0
0
95
2010
184
77
0
0
0
84
90
2009
198
92
85,4%
5
4,2%
1
1,3%
10
9,1%
107
2009
198
72
0
0
0
2011
804
40
91,9%
0
0,1%
0
0,2%
3
7,8%
44
2011
804
30
2
7
0
31
2010
2009
797
784
36
35
90,2%
89,8%
0
0
0,1%
0,1%
0
0
0,9%
0,4%
3
4
8,7%
9,6%
40
39
2010
2009
797
784
28
27
0
0
0
0
0
0
30
30
2011
982
51
91,8%
0
0,2%
0
0,1%
4
7,9%
55
2010
2009
981
982
46
46
90,7%
88,0%
0
1
0,1%
1,8%
0
0
0,8%
0,8%
4
5
8,3%
9,4%
51
53
NON-FINANCIAL
TOTAL
2011
982
35
2
7
0
36
2010
2009
981
982
30
32
0
0
0
0
0
0
35
35
TAB.37 a): REMUNERATION OF INDEPENDENT DIRECTOR BY
COMMITTEE MEMBERSHIP (average data in € .000)
Remuneration
for office held
INDEX
Both Internal Control and Remuneration Committee
Internal Control Committe
No Committee Membership
Total Independent Directors
%
Non Monetary
Benefits
%
Bonuses and
other
incentives
%
Other
remunerati
on
%
Total
remunerati
on
Year
#
2011
305
41
89,4%
0
0,2%
0
0,1%
5
10,3%
46
2010
2009
305
303
38
36
90,9%
89,2%
0
0
0,1%
0,1%
0
0
0,2%
0,1%
4
4
8,8%
10,6%
42
40
2011
250
60
91,6%
0
0,1%
0
0,1%
5
8,1%
65
2010
2009
252
249
55
56
90,0%
89,3%
0
1
0,1%
1,3%
1
0
1,3%
0,6%
5
6
8,5%
8,9%
61
63
2011
180
53
95,5%
0
0,2%
0
0,4%
2
3,9%
55
2010
2009
176
171
49
48
91,5%
87,9%
0
0
0,1%
0,1%
1
1
1,8%
2,1%
3
5
6,5%
9,9%
53
54
2011
247
52
91,7%
0
0,2%
0
0,0%
5
8,1%
57
2010
2009
248
259
46
48
90,8%
85,7%
0
3
0,2%
4,8%
0
0
0,2%
0,7%
5
5
8,8%
8,8%
51
56
2011
982
51
91,8%
0
0,2%
0
0,1%
4
7,9%
55
2010
2009
981
982
46
46
90,7%
88,0%
0
1
0,1%
1,8%
0
0
0,8%
0,8%
4
5
8,3%
9,4%
51
53
TAB.37 b): REMUNERATION OF INDEPENDENT DIRECTORS BY
COMMITTEE MEMBERSHIP (median data in € .000)
INDEX
Both Internal Control and Remuneration Committee
Internal Control Committee
No Committee Membership
Total Independent
2011
305
Remuneration for
office held
29
2010
2009
305
303
29
29
2011
250
38
0
2010
2009
252
249
34
35
0
0
2011
180
40
0
2010
2009
176
171
33
35
0
0
2011
247
30
0
2010
2009
248
259
32
35
0
0
2011
982
35
0
2010
2009
981
982
30
32
0
0
Year
#
Non Monetary
Benefits
0
Bonuses and
other incentives
0
0
0
0
0
Other remuneration
Total Remuneration
0
30
0
0
30
33
0
0
40
0
0
0
0
40
40
0
0
41
0
0
0
0
36
38
0
0
32
0
0
0
0
34
36
0
0
36
0
0
0
0
35
35
TAB.38 a): REMUNERATION
OF INDEPENDENT
DIRECTORS, BY COMMITTEE
MEMBERSHIP, INDEX AND
SECTOR (average data in €
.000)
INDEX
FTSE MIB
FTSE MID CAP
FTSE SMALL CAP
FTSE MICRO CAP
OTHERS
STAR
OTHERS
FINANCIAL
NON-FINANCIAL
Year
Internal Control
Commitee
#
Average
Remuneration
Committee
#
Average
No Committee
Membership
#
Average
2011
40
90
73
132
55
92
77
101
2010
2009
36
29
103
97
79
80
117
119
61
62
90
85
85
97
94
97
2011
69
59
75
47
58
47
62
41
2010
2009
66
66
57
56
69
67
47
48
54
54
45
48
63
69
40
38
2011
168
30
87
31
52
35
84
28
2010 181
2009 174
27
26
87
80
28
24
52
39
26
24
73
67
19
17
2011
14
28
8
21
11
17
17
67
2010
2009
7
16
15
31
10
10
30
46
7
11
14
13
21
16
26
74
2011
14
73
7
33
4
26
7
34
2010
2009
15
18
32
41
7
12
21
42
2
5
10
57
6
10
32
26
2011
116
28
49
36
40
34
42
22
2010 119
27
43
34
34
31
30
19
2009 117
29
42
37
32
32
25
2011
189
58
201
72
140
61
205
2010 186
2009 186
52
48
209
207
66
68
142
139
58
59
218
234
55
60
INDEX
FTSE MIB
FTSE MID CAP
FTSE SMALL CAP
FTSE MICRO CAP
OTHERS
Both Internal
Control and
Remuneration
Committee
Median
Year #
Internal
Control
Committee
#
Median
Remuneration No Committee
Committee
Membership
#
#
Median
Median
2011
40
71
73
114
55
91
77
95
2010
2009
36
29
76
75
79
80
95
99
61
62
81
71
85
97
89
103
2011
69
47
75
37
58
40
62
31
2010
2009
66
66
44
40
69
67
40
45
54
54
40
41
63
69
30
35
2011 168
20
87
29
52
28
84
13
2010 181
2009 174
20
23
87
80
25
23
52
39
21
19
73
67
15
16
2011
14
20
8
10
11
13
17
20
2010
2009
7
16
12
20
10
10
19
17
7
11
13
11
21
16
10
48
2011
14
37
7
36
4
25
7
41
2010
2009
15
18
30
38
7
12
13
33
2
5
10
72
6
10
33
18
2011 116
22
49
32
40
30
42
20
2010 119
23
43
30
34
30
30
20
20
2009 117
27
42
31
32
27
25
64
2011 189
40
201
44
140
50
205
2010 186
2009 186
38
36
209
207
43
42
142
139
42
46
218
234
44
47
2011
30
80
44
137
27
95
77
95
2010
29
65
44
106
26
91
85
84
2011
30
96
44
146
27
93
77
95
2010
29
95
44
132
26
96
85
90
STAR
OTHERS
FINANCIAL
TAB.38 c): DISTRIBUTION OF
INDEPENDENT DIRECTORS BY
Both Interal
COMMITTEE MEMBERSHIP, INDEX AND
Control and
SECTOR (% values)
Remunerati
Internal
Rmuneratio
on
Control
n
No Committee
Committee Committee Committee
Membership
#
#
#
#
(%)
(%)
(%)
(%)
INDEX
Year
FTSE MIB
FTSE MID CAP
FTSE SMALL CAP
FTSE MICRO CAP
OTHERS
#
Total
(%)
2011
40
16,3%
73
29,8%
55
22,4%
77
31,4%
245 100,0%
2010
2009
36
29
13,8%
10,8%
79
80
30,3%
29,9%
61
62
23,4%
23,1%
85
97
32,6%
36,2%
261 100,0%
268 100,0%
2011
69
26,1%
75
28,4%
58
22,0%
62
23,5%
264 100,0%
2010
2009
66
66
26,2%
25,8%
69
67
27,4%
26,2%
54
54
21,4%
21,1%
63
69
25,0%
27,0%
252 100,0%
256 100,0%
2011
168 43,0%
87
22,3%
52
13,3%
84
21,5%
391 100,0%
2010
2009
181 46,1%
174 48,3%
87
80
22,1%
22,2%
52
39
13,2%
10,8%
73
67
18,6%
18,6%
393 100,0%
360 100,0%
2011
14
28,0%
8
16,0%
11
22,0%
17
34,0%
50
100,0%
2010
2009
7
16
15,6%
30,2%
10
10
22,2%
18,9%
7
11
15,6%
20,8%
21
16
46,7%
30,2%
45
53
100,0%
100,0%
2011
14
43,8%
7
21,9%
4
12,5%
7
21,9%
32
100,0%
2010
2009
15
18
50,0%
40,0%
7
12
23,3%
26,7%
2
5
6,7%
11,1%
6
10
20,0%
22,2%
30
45
100,0%
100,0%
2011
116 47,0%
49
19,8%
40
16,2%
42
17,0%
247 100,0%
2010
119 52,7%
43
19,0%
34
15,0%
30
13,3%
226 100,0%
20
2009
117 54,2%
42
19,4%
32
14,8%
25
11,6%
216 100,0%
45
2011
189 25,7% 201 27,3% 140 19,0%
205
27,9%
735 100,0%
2010
2009
186 24,6% 209 27,7% 142 18,8%
186 24,3% 207 27,0% 139 18,1%
218
234
28,9%
30,5%
755 100,0%
766 100,0%
2011
30
16,9%
44
24,7%
27
15,2%
77
43,3%
178 100,0%
2010
29
15,8%
44
23,9%
26
14,1%
85
46,2%
12,1%
49
24,7%
29
STAR
OTHERS
FINANCIAL
184 100,0%
2009
24
97
49
135
29
105
96
96
2009
24
62
49
135
29
104
96
97
2009
24
14,6%
96
48,5%
198 100,0%
2011
275
41
206
48
153
48
170
40
2011 275
28
206
35
153
36
170
21
2011
275 34,2% 206 25,6% 153 19,0%
170
21,1%
804 100,0%
2010 276
2009 279
37
36
208
200
46
45
150
142
46
44
163
163
31
33
2010 276
2009 279
30
30
208
200
35
33
150
142
33
33
163
163
20
20
2010
2009
276 34,6% 208 26,1% 150 18,8%
279 35,6% 200 25,5% 142 18,1%
163
163
20,5%
20,8%
797 100,0%
784 100,0%
2011
TOTAL
Both Internal
Control and
Remuneration
Committee
#
Average
TAB.38 b): REMUNERATION
OF INDEPENDENT
DIRECTORS, BY COMMITTEE
MEMBERSHIP, INDEX AND
SECTOR (median data in €
.000)
305
46
250
65
180
55
247
57
2010 305
2009 303
42
40
252
249
61
63
176
171
53
54
248
259
51
56
NON-FINANCIAL
TOTAL
2011 305
30
250
40
180
41
247
32
2010 305
2009 303
30
33
252
249
40
40
176
171
36
38
248
259
34
36
NON-FINANCIAL
TOTAL
2011
305 31,1% 250 25,5% 180 18,3%
247
25,2%
982 100,0%
2010
2009
305 31,1% 252 25,7% 176 17,9%
303 30,9% 249 25,4% 171 17,4%
248
259
25,3%
26,4%
981 100,0%
982 100,0%
TAB.39 a): Remuneration of
independent directors who
are/are not in "particular
circumstance"(average data
in € .000)
#
INDEX
FTSE MIB
FTSE MID CAP
FTSE SMALL CAP
FTSE MICRO CAP
OTHERS
STAR
OTHERS
FINANCIAL
NON-FINANCIAL
TOTAL
Year
Indip.
DOC
Indip. "at
risk"
Remuneration for
office held
Indip. Indip. "at
DOC
risk"
Non-Monetary
Benefits
Indip. Indip."at
DOC
risk"
Bonuses and
other incentives
Indip.
Indip.
DOC "at risk"
Other remuneration Total remuneration
Indip.
Indip. "at
Indip. Indip. "at
DOC
risk"
DOC
risk"
2011
203
42
95
125
0
0
0
0
3
22
98
147
2010
2009
219
228
42
40
89
87
113
112
0
0
0
0
1
0
1
0
5
6
17
33
96
93
130
145
2011
223
41
44
44
0
0
0
0
2
17
46
61
2010
2009
227
226
25
30
42
43
41
30
0
0
0
0
0
1
0
1
4
3
23
16
46
47
64
48
2011
324
67
26
32
0
0
0
0
1
18
27
50
2010
2009
343
323
50
37
23
22
21
22
0
0
0
0
0
0
2
0
2
2
6
6
25
23
29
28
2011
45
5
20
177
0
0
1
0
0
6
22
183
2010
2009
45
42
0
11
22
16
n.a.
48
0
0
n.a.
79
1
1
n.a.
0
0
4
n.a.
0
23
21
n.a.
126
2011
30
2
49
54
0
0
0
0
0
0
49
54
2010
2009
27
42
3
3
26
37
36
58
0
0
0
0
0
0
0
0
1
1
3
0
27
38
39
58
2011
212
35
28
28
0
0
0
0
1
8
28
36
2010
199
27
26
20
0
0
0
4
2
2
28
26
2009
194
22
27
19
0
0
1
2
2
5
30
26
2011
613
122
55
75
0
0
0
0
2
21
58
97
2010
2009
662
667
93
99
51
50
69
65
0
0
0
9
0
0
0
0
3
4
16
19
54
54
86
93
2011
131
47
95
109
0
0
0
0
4
21
100
130
2010
140
44
91
98
0
0
0
3
5
18
96
119
2009
143
55
93
89
0
16
2
1
5
21
100
127
2011
694
110
39
46
0
0
0
0
1
17
41
63
2010
2009
721
718
76
66
36
35
34
30
0
0
0
0
0
0
0
0
3
3
11
13
39
39
45
43
2011
825
157
48
65
0
0
0
0
2
18
50
83
2010
2009
861
861
120
121
45
45
58
57
0
0
0
7
0
0
1
0
3
3
13
17
48
49
72
81
TAB.39 b): Remuneration of
independent directors who
are/not are in "particular
circumstances" (median data in €
.000)
INDEX
FTSE MIB
FTSE MID CAP
FTSE SMALL CAP
FTSE MICRO CAP
OTHERS
STAR
OTHERS
FINANCIAL
NON-FINANCIAL
TOTAL
#
2011
203
Indip. "at
risk"
42
2010
2009
219
228
42
40
Year
Indip. DOC
Remuneration for office
held
Non-Monetary Benefits
Indip. "at
Indip. "at
Indip. DOC
Indip. DOC
risk"
risk"
89
96
0
0
75
72
90
104
0
0
0
0
Bonuses and other
incentives
Indip. "at
Indip. DOC
risk"
0
0
0
0
0
0
Other remuneration
Indip. "at
Indip. DOC
risk"
0
0
0
0
0
0
Total remuneration
Indip. "at
Indip. DOC
risk"
89
145
80
82
100
127
2011
223
41
36
40
0
0
0
0
0
6
40
50
2010
2009
227
226
25
30
35
37
31
26
0
0
0
0
0
0
0
0
0
0
0
2
36
40
43
43
2011
324
67
20
23
0
0
0
0
0
0
21
32
2010
2009
343
323
50
37
20
18
20
17
0
0
0
0
0
0
0
0
0
0
0
0
20
20
21
21
2011
45
5
15
20
0
0
0
0
0
0
16
20
2010
2009
45
42
0
11
13
13
n.a.
47
0
0
n.a.
96
0
0
n.a.
0
0
0
n.a.
0
14
13
n.a.
143
2011
30
2
35
54
0
0
0
0
0
0
35
54
2010
2009
27
42
3
3
22
35
47
52
0
0
0
0
0
0
0
0
0
0
3
0
22
35
50
52
2011
212
35
25
23
0
0
0
0
0
0
25
32
2010
199
27
24
20
0
0
0
0
0
0
26
27
2009
194
22
24
20
0
0
0
0
0
0
27
20
2011
613
122
40
50
0
0
0
0
0
0
41
65
2010
2009
662
667
93
99
35
36
40
47
0
0
0
0
0
0
0
0
0
0
0
0
40
37
61
67
2011
131
47
85
95
0
0
0
0
0
0
86
96
2010
140
44
74
90
0
0
0
0
0
0
78
90
2009
143
55
74
66
0
0
0
0
0
0
77
133
2011
694
110
29
35
0
0
0
0
0
0
30
40
2010
2009
721
718
76
66
28
27
30
21
0
0
0
0
0
0
0
0
0
0
0
0
30
30
35
35
2011
825
157
32
40
0
0
0
0
0
0
35
51
2010
2009
861
861
120
121
30
31
35
38
0
0
0
0
0
0
0
0
0
0
0
0
34
35
40
50
TAB.40: INTERNAL
CONTROL COMMITTEE
INDEX
FTSE MIB
FTSE MID CAP
FTSE SMALL CAP
FTSE MICRO CAP
OTHERS
STAR
OTHERS
FINANCIAL
NON-FINANCIAL
TOTAL
Year
Number of
companies
Number of
providing
companies that
have established information on the
committee
an Internal Control
composition
Committee
# No.
%
# No.
%
2011
37
37
100,0%
37
37
100,0%
Number of
directors in
the
committee
µ
3,65
NONEXECUTIVE
EXECUTIVE
directors (%
MINORITY
INDEPENDENT
directors (% on directors (% on directors (% on
on te
committee) the committee) the committee) the committee)
µ
%
µ
%
µ
%
µ
%
Number of companies
on the attendance of
each director to
committee meetings
# No.
%
µ
At least one
Number of
committee
companies
member has
providing
adequate
information on
experience in
the tasks
accounting and entrusted to the
finance
committee
# No.
%
# No.
%
Number of
companies
providing
information on
the meetings'
frequency
# No.
%
0,03
37
37
37
0,9%
3,62
99,1%
3,22
87,8%
0,76
19,3%
0,68
17,5%
2010
37
37
100,0%
37
37
100,0%
3,65
0,00
0,0%
3,65
100,0%
3,24
88,1%
2009
39
38
97,4%
38
38
100,0%
3,58
0,00
0,0%
3,58
100,0%
3,13
87,7%
2011
60
59
98,3%
59
59
100,0%
3,29
0,00
0,0%
3,29
100,0%
2,63
80,9%
0,29
2010
61
59
96,7%
59
59
100,0%
3,12
0,02
0,6%
3,10
99,4%
2,39
78,2%
0,25
2009
60
59
98,3%
59
59
100,0%
3,02
0,00
0,0%
3,02
100,0%
2,36
78,8%
2011
134 117
87,3%
117 117
100,0%
3,01
0,05
1,5%
2,96
98,5%
2,32
78,7%
0,19
2010
149 125
83,9%
125 125
100,0%
3,00
0,07
2,3%
2,93
97,7%
2,30
78,4%
0,15
2009
140 119
85,0%
119 119
100,0%
2,96
0,04
1,1%
2,91
98,7%
2,34
80,6%
2011
19
13
68,4%
13
13
100,0%
2,92
0,08
2,6%
2,85
97,4%
2,15
75,6%
0,38
2010
12
8
66,7%
8
8
100,0%
3,13
0,00
0,0%
3,13
100,0%
2,38
78,3%
0,38
2009
2008
21
13
61,9%
13
13
100,0%
3,08
0,00
0,0%
3,08
100,0%
2,31
76,4%
2011
12
9
75,0%
9
9
100,0%
2,89
0,00
0,0%
2,89
100,0%
2,33
81,5%
0,00
0,0%
2010
13
11
84,6%
11
11
100,0%
3,00
0,00
0,0%
3,00
100,0%
2,36
78,8%
0,09
3,0%
2009
19
13
68,4%
13
13
100,0%
2,85
0,00
0,0%
2,85
100,0%
2,31
82,7%
2011
72
72
100,0%
72
72
100,0%
3,01
0,00
0,0%
3,01
100,0%
2,40
79,9%
0,15
2010
71
71
100,0%
71
71
100,0%
3,01
0,00
0,0%
3,01
100,0%
2,35
78,1%
0,15
2009
71
71
100,0%
71
71
100,0%
3,01
0,00
0,0%
3,00
99,5%
2,41
2008
79
79
100,0%
79
79
100,0%
2,97
0,00
0,0%
2,96
99,7%
2011
190 163
85,8%
163 163
100,0%
3,24
0,05
1,5%
3,19
2010
201 169
84,1%
169 169
100,0%
3,18
0,06
1,9%
2009
208 171
82,2%
171 171
100,0%
3,09
0,03
0,7%
37
100%
0,94
31
84%
37
33
89,2%
37
100,0%
Number of
meetings
µ
11,84
37
37
100%
0,95
37
30
81%
37
33
89,2%
37
37
100,0%
11,24
38
36
95%
0,94
38
27
71%
38
35
92,1%
38
38
100,0%
11,03
7,9%
59
57
97%
0,94
59
56
95%
59
51
86,4%
59
59
100,0%
6,39
8,2%
59
57
97%
0,93
59
56
95%
59
48
81,4%
59
59
100,0%
5,97
59
54
92%
0,92
59
48
81%
59
41
69,5%
59
59
100,0%
5,47
6,3%
115 104
90%
0,94 117 95
81%
117 94
80,3% 117 114
97,4%
4,78
5,3%
125 108
86%
0,91 125 91
73%
125 91
72,8% 125 122
97,6%
4,38
117 87
74%
0,94 119 71
60%
119 80
67,2% 119 111
93,3%
4,44
14,1%
13
10
77%
0,94
13
8
62%
13
6
46,2%
13
13
100,0%
4,38
12,9%
8
6
75%
0,92
8
5
63%
8
4
50,0%
8
8
100,0%
4,25
13
9
69%
0,94
13
4
31%
13
5
38,5%
13
12
92,3%
4,92
9
6
67%
0,97
9
5
56%
9
6
66,7%
9
9
100,0%
6,00
11
10
91%
0,89
11
7
64%
11
7
63,6%
11
11
100,0%
5,55
14
10
71%
0,94
13
9
69%
13
6
46,2%
13
13
100,0%
6,31
4,9%
70
64
91%
0,92
72
62
86%
72
58
80,6%
72
72
100,0%
4,68
5,0%
71
63
89%
0,94
71
58
82%
71
55
77,5%
71
70
98,6%
4,23
80,2%
71
58
82%
0,95
71
47
66%
71
50
70,4%
71
68
95,8%
4,68
2,35
79,6%
77
63
82%
0,94
79
45
57%
79
50
63,3%
79
76
96,2%
4,20
98,5%
2,59
80,9%
0,37
10,8%
163 150
92%
0,95 163 133
82%
163 132 81,0% 163 160
98,2%
7,09
3,12
98,1%
2,52
80,6%
0,31
9,3%
169 155
92%
0,91 169 131
78%
169 128 75,7% 169 167
98,8%
6,59
3,06
99,3%
2,49
81,6%
170 138
81%
0,93 171 112
65%
171 117 68,4% 171 165
96,5%
6,41
2011
28
26
92,9%
26
26
100,0%
3,81
0,04
1,3%
3,77
98,7%
3,15
83,2%
0,46
9,8%
26
24
92%
0,93
26
21
81%
26
22
84,6%
26
26
100,0%
14,00
2010
29
26
89,7%
26
26
100,0%
3,62
0,04
1,3%
3,58
98,7%
2,96
83,4%
0,27
6,7%
26
23
88%
0,92
26
21
81%
26
20
76,9%
26
26
100,0%
12,19
2009
31
27
87,1%
27
27
100,0%
3,48
0,00
0,0%
3,48
100,0%
2,93
83,8%
28
23
82%
0,93
27
19
70%
27
21
77,8%
27
27
100,0%
12,33
2008
35
29
82,9%
29
29
100,0%
3,45
0,00
0,0%
3,45
100,0%
2,72
79,3%
29
26
90%
0,93
29
19
66%
29
24
82,8%
29
29
100,0%
8,97
2011
234 209
89,3%
209 209
100,0%
3,09
0,03
1,0%
3,06
99,0%
2,45
80,3%
0,29
8,9%
207 190
92%
0,94 209 174
83%
209 168 80,4% 209 206
98,6%
5,37
0,26
8,2%
2010
243 214
88,1%
214 214
100,0%
3,07
0,04
1,4%
3,03
98,6%
2,41
79,4%
2009
2008
248 215
256 222
86,7%
86,7%
215 215
222 221
100,0%
99,5%
3,02
3,00
0,02
0,04
0,6%
1,0%
2,99
2,96
99,3%
98,9%
2,41
2,38
80,8%
80,4%
214 195
91%
0,92 214 168
79%
214 163 76,2% 214 211
98,6%
5,12
213 173
217 176
81%
81%
0,93 215 140
0,94 222 135
65%
61%
215 146 67,9% 215 206
222 144 64,9% 222 211
95,8%
95,0%
5,06
4,38
2011
262 235
89,7%
235 235
100,0%
3,17
0,03
1,0%
3,14
99,0%
2,53
80,6%
0,31
9,0%
233 214
92%
0,94 235 195
83%
235 190 80,9% 235 232
98,7%
6,34
2010
272 240
88,2%
240 240
100,0%
3,13
0,04
1,4%
3,09
98,6%
2,47
79,9%
0,26
8,1%
240 218
91%
0,92 240 189
79%
240 183 76,3% 240 237
98,8%
5,89
2009
2008
279 242
291 251
86,7%
86,3%
242 242
251 250
100,0%
99,6%
3,07
3,23
0,02
0,02
0,5%
0,5%
3,05
3,02
99,3%
99,0%
2,47
2,42
81,2%
80,3%
241 196
246 202
81%
82%
0,93 242 159
0,94 251 154
66%
61%
242 167 69,0% 242 233
251 168 66,9% 251 240
96,3%
95,6%
5,91
4,93
TAB.41: INTERNAL
CONTROL COMMITTEE
AND SUPERVISORY
CONTROL
Number of
companies that
have established
an audit fuction
INDEX
FTSE MIB
FTSE MID CAP
FTSE SMALL CAP
Number of
companies
providing
information on
the application of
legislative decree
No. 231/2001
Number of
companies
providing
information on
the Supervisory
Body
Number of
Number of
companies
companies
Number of
providing
Number of
providing
companies
companies where information on
information on
where the
the Supervisory the frequency of
the composition
Supervisory
Body is a
the Supervisory
of the
Boby is an
Body meetings
Supervisory Body individual body collegiate body
Number of
meetings
Year
#
N°
%
#
N°
%
#
N°
%
#
N°
%
#
N°
%
#
N°
%
#
N°
%
µ
2011
37
36
97,3%
37
37
100,0%
37
37
100,0%
37
37
100,0%
37
1
2,7%
37
36
97,3%
36
13
36,1%
7,69
2010
37
36
97,3%
37
37
100,0%
37
36
97,3%
36
34
94,4%
34
0
0,0%
34
34
100,0%
34
9
26,5%
7,44
2009
39
38
97,4%
39
38
97,4%
38
35
92,1%
35
31
88,6%
31
0
0,0%
31
31
100,0%
31
9
29,0%
8,11
2011
60
55
91,7%
60
60
100,0%
60
60
100,0%
60
60
100,0%
60
2
3,3%
60
58
96,7%
58
24
41,4%
6,04
2010
61
53
86,9%
61
61
100,0%
61
60
98,4%
60
59
98,3%
59
1
1,7%
59
58
98,3%
58
18
31,0%
6,11
2009
60
54
90,0%
60
59
98,3%
59
56
94,9%
56
54
96,4%
54
2
3,7%
54
52
96,3%
52
15
28,8%
5,07
2011
134 99
73,9%
134 123
91,8%
123 122
99,2%
122 116
95,1%
116
8
6,9%
116 108
93,1%
108 44
40,7%
4,91
2010
149 101
67,8%
149 129
86,6%
129 127
98,4%
127 120
94,5%
120 10
8,3%
120 110
91,7%
110 41
37,3%
4,56
2009
140 90
64,3%
140 109
77,9%
109 101
92,7%
101 98
97,0%
98
6,1%
98
92
93,9%
92
28,3%
5,00
6
26
2011
19
12
63,2%
19
17
89,5%
17
17
100,0%
17
16
94,1%
16
3
18,8%
16
13
81,3%
13
0
0,0%
0,00
FTSE MICRO CAP 2010
12
8
66,7%
12
10
83,3%
10
10
100,0%
10
9
90,0%
9
2
22,2%
9
7
77,8%
7
1
14,3%
4,00
2009
21
9
42,9%
21
14
66,7%
14
14
100,0%
14
12
85,7%
12
1
8,3%
12
11
91,7%
11
1
9,1%
3,00
0,00
OTHERS
STAR
OTHERS
FINANCIAL
NON-FINANCIAL
TOTAL
2011
12
8
66,7%
12
10
83,3%
10
10
100,0%
10
10
100,0%
10
2
20,0%
10
8
80,0%
8
0
0,0%
2010
13
10
76,9%
13
11
84,6%
11
11
100,0%
11
10
90,9%
10
0
0,0%
10
10
100,0%
10
1
10,0%
4,00
2009
19
13
68,4%
19
12
63,2%
12
12
100,0%
12
8
66,7%
8
2
25,0%
8
6
75,0%
6
3
50,0%
13,00
2011
72
60
83,3%
72
72
100,0%
72
72
100,0%
72
72
100,0%
72
4
5,6%
72
68
94,4%
68
31
45,6%
5,39
2010
71
58
81,7%
71
71
100,0%
71
70
98,6%
70
70
100,0%
70
3
4,3%
70
67
95,7%
67
26
38,8%
5,04
2009
71
56
78,9%
71
70
98,6%
70
67
95,7%
67
65
97,0%
65
2
3,1%
65
63
96,9%
63
22
34,9%
4,82
2008
79
56
70,9%
2011
190 150
78,9%
190 175
92,1%
175 174
99,4%
174 167
96,0%
167 12
7,2%
167 155
92,8%
155 50
32,3%
5,88
2010
201 150
74,6%
201 177
88,1%
177 174
98,3%
174 162
93,1%
162 10
6,2%
162 152
93,8%
152 44
28,9%
5,48
2009
208 148
71,2%
208 162
77,9%
162 151
93,2%
151 138
91,4%
138
9
6,5%
138 129
93,5%
129 32
24,8%
6,72
2011
28
26
92,9%
28
28
100,0%
28
28
100,0%
28
27
96,4%
27
0
0,0%
27
27
100,0%
27
4
14,8%
9,25
2010
29
24
82,8%
29
29
100,0%
29
28
96,6%
28
25
89,3%
25
0
0,0%
25
25
100,0%
25
3
12,0%
13,00
2009
31
31
100,0%
31
31
100,0%
31
29
93,5%
29
24
82,8%
24
0
0,0%
24
24
100,0%
24
5
20,8%
10,00
2008
35
35
100,0%
35
35
100,0%
35
31
88,6%
31
27
87,1%
27
1
3,7%
27
26
96,3%
26
7
26,9%
8,57
2011
234 184
78,6%
234 219
93,6%
219 218
99,5%
218 212
97,2%
212 16
7,5%
212 196
92,5%
196 77
39,3%
5,51
2010
243 184
75,7%
243 219
90,1%
219 216
98,6%
216 207
95,8%
207 13
6,3%
207 194
93,7%
194 67
34,5%
4,97
2009
2008
248 173
256 177
69,8%
69,1%
248 201
256 176
81,0%
68,8%
201 189
176 154
94,0%
87,5%
189 179
154 145
94,7%
94,2%
179 11
145 9
6,1%
6,2%
179 168
145 136
93,9%
93,8%
168 49
136 45
29,2%
33,1%
5,53
5,24
2011
262 210
80,2%
262 247
94,3%
247 246
99,6%
246 239
97,2%
239 16
6,7%
239 223
93,3%
223 81
36,3%
5,69
2010
272 208
76,5%
272 248
91,2%
248 244
98,4%
244 232
95,1%
232 13
5,6%
232 219
94,4%
219 70
32,0%
5,31
2009
2008
279 204
291 212
73,1%
72,9%
279 232
291 211
83,2%
72,5%
232 218
211 185
94,0%
87,7%
218 203
185 172
93,1%
93,0%
203 11
172 10
5,4%
5,8%
203 192
172 162
94,6%
94,2%
192 54
162 52
28,1%
32,1%
5,94
5,69
TAB. 42: APPROVAL OF
THE RPT PROCEDURES
Number of
companies with
available data
Number of companies providing the opinion on RPT Procedures
Companies dislose on
who provided the
opinion
No.
No.
%
ICC
No.
Special Committee
%
No.
%
Existing Independent Directors
No.
µ
%
Index
FTSE MIB
38
26
68%
9
35%
17
65%
0
0%
n.a.
FTSE MID CAP
60
41
68%
11
27%
29
71%
1
2%
2,0
FTSE SMALL CAP
132
74
56%
18
24%
46
62%
10
14%
2,2
FTSE MICRO CAP
19
9
47%
2
22%
6
67%
1
11%
1,0
OTHERS
13
5
38%
4
80%
1
20%
0
0%
n.a.
Sector
FINANCIAL
28
20
71%
5
25%
15
75%
0
0%
n.a.
NON-FINANCIAL
234
135
58%
39
29%
84
62%
12
9%
2,1
FAMILY
166
99
60%
28
28%
60
61%
11
11%
2,1
STATE
24
16
67%
6
38%
10
63%
0
0%
n.a.
Ownership structure
Comparison with CG Reports
Adhering to the Code
Yes
249
150
60%
44
29%
95
63%
11
7%
2,2
No
13
5
38%
0
0%
4
80%
1
20%
1,0
Yes
181
121
67%
43
36%
77
64%
1
1%
4,5
No
81
34
42%
1
3%
22
65%
11
32%
1,6
Yes
109
71
65%
43
61%
27
38%
1
1%
2,0
No
153
84
55%
1
1%
72
86%
11
13%
2,1
Having at least three
Having an ICC of
Independent Directors only
Having an ICC of Minority
Directors
Yes
50
30
60%
9
30%
18
60%
3
10%
2,0
No
212
125
59%
35
28%
81
65%
9
7%
2,1
TOTAL
262
155
59%
44
28%
99
64%
12
8%
2,1
TAB. 43: EXTENSION OF THE RPT
PROCEDURES
Number of
companies
which data are
available
Companies that use the
procedure also with
others (no related
parties) on a voluntary
basis
No.
No.
%
Companies that
Companies that decided
attached to the
Companies that decided Companies that decided Companies that decided
in the procedure who
procedure also a list of
has to verify the
related parties and/or
has to verify which RPT has to update the list of
has to identify the
congruence of the
people compared to
related parties
are exepmt or excluded
related parties
threshold over time
related parties
No.
%
No.
%
No.
%
No.
%
No.
%
INDEX
FTSE MIB
38
12
32%
8
21%
27
71%
19
50%
21
55%
2
5%
FTSE MID CAP
60
8
13%
4
7%
41
68%
28
47%
31
52%
6
10%
FTSE SMALL CAP
132
12
9%
14
11%
75
57%
52
39%
64
48%
3
2%
FTSE MICRO CAP
19
2
11%
2
11%
9
47%
7
37%
9
47%
1
5%
OTHERS
13
1
8%
2
15%
6
46%
5
38%
6
46%
1
8%
Sector
FINANCIAL
28
10
36%
4
14%
21
75%
12
43%
15
54%
2
7%
NON-FINANCIAL
234
25
11%
26
11%
137
59%
99
42%
116
50%
11
5%
FAMILY
166
17
10%
19
11%
98
59%
68
41%
85
51%
8
5%
STATE
24
6
25%
6
25%
15
63%
11
46%
13
54%
4
17%
Ownership structure
Comparison with the CG Reports
Yes
249
35
14%
30
12%
149
60%
105
42%
125
50%
13
5%
No
13
0
0%
0
0%
9
69%
6
46%
6
46%
0
0%
Yes
181
32
18%
25
14%
113
62%
80
44%
100
55%
13
7%
No
81
3
4%
5
6%
45
56%
31
38%
31
38%
0
0%
Having at least three Independent
Directors
Having an ICC of Independent
Directors only
Yes
109
19
17%
15
14%
68
62%
48
44%
60
55%
8
7%
No
153
16
10%
15
10%
90
59%
63
41%
71
46%
5
3%
TOTAL
262
35
13%
30
11%
158
60%
111
42%
131
50%
13
5%
TAB. 44: FRAMEWORK
RESOLUTIONS AND RPTs
CARRIED OUT BY
CONTROLLED COMPANIES
Prevision of a prior evaluation of the issuers' BoD of the RPT in the subsidiaries
Companies with available
data
No.
of which:
Companies that foresee the possibility of
framework resolutions
No.
Prevision of a prior evaluation
%
No.
Always
%
No.
Only on special conditions
%
No.
Ex ante defined conditions
%
No.
The evaluation is binding
A residual discretion ex post
%
No.
%
No.
%
Index
7
64%
FTSE MID CAP
60
43
72%
9
15%
0
0%
9
100%
8
89%
1
11%
2
22%
FTSE SMALL CAP
FTSE MIB
132
38
91
31
69%
82%
21
11
16%
29%
5
4
24%
36%
16
76%
12
6
75%
86%
4
1
25%
14%
7
4
33%
36%
FTSE MICRO CAP
19
11
58%
1
5%
0
0%
1
100%
1
100%
0
0%
0
0%
OTHERS
13
7
54%
3
23%
2
67%
1
33%
1
100%
0
0%
0
0%
Sector
FINANCIAL
28
20
71%
11
39%
2
18%
9
82%
9
100%
0
0%
7
64%
NON-FINANCIAL
234
163
70%
34
15%
9
26%
25
74%
19
76%
6
24%
6
18%
FAMILY
166
111
67%
26
16%
6
23%
20
77%
16
80%
4
20%
8
31%
STATE
24
19
79%
5
21%
0
0%
5
100%
4
80%
1
20%
1
20%
Yes
249
177
71%
44
18%
11
25%
33
75%
27
82%
6
18%
13
30%
No
13
6
46%
1
8%
0
0%
1
100%
1
100%
0
0%
0
0%
Yes
181
134
74%
36
20%
7
19%
29
81%
25
86%
4
14%
13
36%
No
81
49
60%
9
11%
4
44%
5
56%
3
60%
2
40%
0
0%
Ownership structure
Having an ICC of Independent
Directors only
Yes
109
88
81%
22
20%
5
23%
17
77%
14
82%
3
18%
5
23%
No
153
95
62%
23
15%
6
26%
17
74%
14
82%
3
18%
8
35%
TOTAL
262
183
70%
45
17%
11
24%
34
76%
28
82%
6
18%
13
29%
Average value of thresholds according to:
TAB. 45: APPROVAL
OF RPTs
Companies
with available
data
Companies that have
fixed thresholds (%
values) to define a
"major" transaction
which is lower than
those provided by
Appendix 3 of RPT
Regulation
Exchange value of
transactions
Total assets
Opinion in the case of "major" RPT entrused to:
Total liabilities
A committe
of which: ICC
of which: ICC or RC
No.
No.
%
No.
µ
No.
µ
No.
µ
No.
%
No.
38
5
13%
5
3,0%
1
3,5%
1
3,5%
38
100%
9
24%
%
o
Opinion in the case of "minor" RPT entrused to:
of which: special
committee
Existing Independent
Directors
of which: ICC
A committee
of which: ICC or RC
"minor" RPT
of which: special
committe
Existing Independent
Directors
Prevision of a MAX
budget for Independent
experts
Average
budget (€ x
1.000)
No.
%
No.
%
No.
%
No.
%
No.
%
No.
%
No.
%
µ
21%
21
55%
0
0%
38
100%
12
32%
9
24%
17
45%
0
0%
12
32%
178
72
%
No.
%
Index
FTSE MIB
8
FTSE MID CAP
60
7
12%
7
2,1%
6
2,3%
6
2,3%
58
97%
15
25%
5
8%
38
63%
2
3%
59
98%
20
33%
6
10%
33
55%
1
2%
22
37%
FTSE SMALL CAP
132
13
10%
13
2,5%
8
2,6%
8
2,6%
128
97%
47
36%
10
8%
71
54%
4
3%
128
97%
50
38%
9
7%
69
52%
4
3%
62
47%
FTSE MICRO CAP
19
2
11%
2
1,8%
1
2,5%
1
2,5%
17
89%
3
16%
2
11%
12
63%
1
5%
16
84%
3
16%
2
11%
11
58%
2
11%
5
26%
21
OTHERS
13
0
0%
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
12
92%
5
38%
1
8%
6
46%
1
8%
12
92%
6
46%
1
8%
5
38%
1
8%
5
38%
39
26
Sector
FINANCIAL
28
5
18%
5
2,2%
2
2,5%
2
2,5%
28
100%
5
18%
3
11%
20
71%
0
0%
28
100%
7
25%
4
14%
17
61%
0
0%
13
46%
82
NON-FINANCIAL
234
22
9%
22
2,5%
14
2,5%
14
2,5%
225
96%
74
32%
23
10%
128
55%
8
3%
225
96%
84
36%
23
10%
118
50%
8
3%
93
40%
50
FAMILY
166
19
11%
19
2,4%
11
2,5%
11
2,5%
160
96%
54
33%
16
10%
90
54%
5
3%
160
96%
63
38%
17
10%
80
48%
5
3%
70
42%
53
STATE
24
1
4%
1
2,5%
0
0,0%
0
0,0%
24
100%
8
33%
5
21%
11
46%
0
0%
24
100%
8
33%
5
21%
11
46%
0
0%
5
21%
111
Yes
249
27
11%
27
2,4%
16
2,5%
16
2,5%
242
97%
79
32%
26
10%
137
55%
7
3%
243
98%
90
36%
27
11%
126
51%
6
2%
105
42%
54
No
13
0
0%
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
11
85%
0
0%
0
0%
11
85%
1
8%
10
77%
1
8%
0
0%
9
69%
2
15%
1
8%
10
Yes
181
20
11%
20
2,4%
13
2,5%
13
2,5%
181
100%
60
33%
22
12%
99
55%
0
0%
181
100%
70
39%
23
13%
88
49%
0
0%
74
41%
67
No
81
7
9%
7
2,6%
3
2,7%
3
2,7%
72
89%
19
23%
4
5%
49
60%
8
10%
72
89%
21
26%
4
5%
47
58%
8
10%
32
40%
22
Ownership structure
Companies that have defined thresholds (in % value to RPT transaction of more significant
Having an ICC of
only
Yes
109
8
7%
8
2,4%
8
2,4%
8
2,4%
109
100%
51
47%
20
18%
38
35%
0
0%
99
91%
53
49%
19
17%
27
25%
0
0%
38
35%
41
No
153
19
12%
19
2,4%
8
2,7%
8
2,7%
144
94%
28
18%
6
4%
110
72%
8
5%
144
94%
38
25%
8
5%
98
64%
8
5%
68
44%
61
Having an ICC of
Minority Directors
Yes
50
4
8%
4
2,8%
3
2,8%
3
2,8%
50
100%
15
30%
7
14%
28
56%
0
0%
50
100%
15
30%
7
14%
28
56%
0
0%
15
30%
35
No
212
23
11%
23
2,4%
13
2,5%
13
2,5%
203
96%
64
30%
19
9%
120
57%
8
4%
203
96%
76
36%
20
9%
107
50%
8
4%
91
43%
57
Yes
128
12
9%
12
2,3%
6
2,6%
6
2,6%
123
96%
48
38%
7
5%
68
53%
5
4%
123
96%
48
38%
7
5%
68
53%
5
4%
62
48%
25
No
134
15
11%
15
2,5%
10
2,5%
10
2,5%
130
97%
31
23%
19
14%
80
60%
3
2%
130
97%
43
32%
20
15%
67
50%
3
2%
44
33%
96
TOTAL
262
27
10%
27
2,4%
16
2,5%
16
2,5%
253
97%
79
30%
26
10%
148
56%
8
3%
253
97%
91
35%
27
10%
135
52%
8
3%
106
40%
53
"Smaller" or "recently
listed companies "
Average number of thresholds (€ x
1.000)
TAB. 46: "EXIGUITY"
THRESHOLDS
Companies with
available data
Companies fixing the exiguity
thresholds (in a value)
No.
No.
%
Companies fixing an unique
thresholds
No.
Threshold value
%
Companies fixing distinct thresholds
µ
No.
%
Companies defining RPT always
considered relavant (even if it are
exiguous amount)
Minimum
Maximum
µ
µ
No.
%
Index
FTSE MIB
38
36
95%
15
42%
587
21
58%
199
5.360
2
5%
FTSE MID CAP
60
56
93%
37
66%
349
19
34%
205
1.700
2
3%
FTSE SMALL CAP
132
118
89%
91
77%
142
27
23%
126
744
10
8%
FTSE MICRO CAP
19
19
100%
13
68%
148
6
32%
70
187
2
11%
OTHERS
13
13
100%
8
62%
127
5
38%
63
206
1
8%
Sector
FINANCIAL
28
26
93%
12
46%
334
14
54%
133
3.522
2
7%
NON-FINANCIAL
234
216
92%
152
70%
221
64
30%
162
1.840
15
6%
FAMILY
166
154
93%
110
71%
199
44
29%
184
1.805
14
8%
STATE
24
23
96%
10
43%
315
13
57%
113
4.096
2
8%
Ownership structure
Yes
249
230
92%
153
67%
230
77
33%
157
2.167
17
7%
No
13
12
92%
11
92%
218
1
8%
100
250
0
0%
Yes
181
166
92%
103
62%
269
63
38%
161
2.561
14
8%
No
81
76
94%
61
80%
162
15
20%
186
383
3
4%
Yes
109
101
93%
59
58%
216
42
42%
174
3.101
7
6%
No
153
141
92%
105
74%
236
36
26%
136
1.024
10
7%
TOTAL
262
242
92%
164
68%
229
78
32%
156
2.142
17
6%
Having at least of
Independent
Directors
Having an ICC of
Independent
Directors only
Companies that foresee explicitly the exemption of certain categories of transactions:
Standard or market condition transactions
TAB. 47: EXCLUSIONS Companies
with available
IN THE RPT
data
PROCEDURES
Stock-based plans
No.
No.
%
Intra. group transactions
Remuneration of
directors and managers
of which:
of which: exemption also
with strategic
Companies providing an
Companies providing an "total"exemption (even if
in relation to the
responsabilities (in case
exemption
exemption
publication ex art. 5 para
RPT is major
of remuneration policy)
1-7
transaction)
No.
%
No.
%
No.
%
No.
%
No.
%
Total exemption (in all
transactions "with or
among" controlled and
with associated
companies), exept the
existance of "interest
regarded as significant"
"Urgent" transaction (not
falling within the
shareholders' meeting
competence)
Limited exemption
No.
%
No.
%
No.
%
Index
FTSE MIB
38
36
95%
34
89%
38
100%
19
50%
23
61%
38
100%
35
92%
3
8%
20
53%
FTSE MID CAP
60
55
92%
52
87%
60
100%
34
57%
39
65%
60
100%
56
93%
4
7%
34
57%
FTSE SMALL CAP
132
113
86%
113
86%
126
95%
65
52%
71
56%
119
90%
109
92%
10
8%
71
54%
FTSE MICRO CAP
19
19
100%
17
89%
19
100%
11
58%
11
58%
16
84%
14
88%
2
13%
9
47%
OTHERS
13
11
85%
12
92%
13
100%
4
31%
5
38%
13
100%
13
100%
0
0%
6
46%
Sector
FINANCIAL
28
26
93%
24
86%
28
100%
10
36%
17
61%
27
96%
19
70%
8
30%
9
32%
NON-FINANCIAL
234
208
89%
204
87%
228
97%
123
54%
132
58%
219
94%
208
95%
11
5%
131
56%
FAMILY
166
147
89%
144
87%
162
98%
89
55%
96
59%
158
95%
146
92%
12
8%
92
55%
STATE
24
21
88%
17
71%
24
100%
8
33%
12
50%
22
92%
22
100%
0
0%
12
50%
Ownership structure
Yes
249
224
90%
216
87%
243
98%
130
53%
145
60%
234
94%
217
93%
17
7%
137
55%
No
13
10
77%
12
92%
13
100%
3
23%
4
31%
12
92%
10
83%
2
17%
3
23%
Yes
181
162
90%
156
86%
178
98%
94
53%
107
60%
171
94%
156
91%
15
9%
96
53%
No
81
72
89%
72
89%
78
96%
39
50%
42
54%
75
93%
71
95%
4
5%
44
54%
Having ICC of
only
Yes
109
99
91%
93
85%
107
98%
55
51%
66
62%
105
96%
98
93%
7
7%
58
53%
No
153
135
88%
135
88%
149
97%
78
52%
83
56%
141
92%
129
91%
12
9%
82
54%
TOTAL
262
234
89%
228
87%
256
98%
133
52%
149
58%
246
94%
227
92%
19
8%
140
53%
"Significant interest" definition
of which referable to :
TAB. 48: DEFINITION OF
"SIGNIFICANT
INTERESTS" IN THE
INTRA-GROUP RPTs
Companies
with
available
data
Mere reference to the
Regulation
No.
No.
Definition per general
categories
%
No.
%
Examples (positive or
negative)
No.
%
Sharing (with the opposite
Ownership structure of the party) of same directors or
managers entrusted with
opposite party
strategic responsibilities
No.
%
No.
%
Other
No.
%
Index
FTSE MIB
38
0
0%
10
26%
30
79%
24
80%
28
93%
4
13%
FTSE MID CAP
60
1
2%
16
27%
44
73%
33
75%
34
77%
10
23%
FTSE SMALL CAP
132
2
2%
24
18%
81
61%
68
84%
62
77%
33
41%
FTSE MICRO CAP
19
1
5%
4
21%
12
63%
9
75%
9
75%
6
50%
OTHERS
13
0
0%
2
15%
7
54%
5
71%
4
57%
3
43%
FINANCIAL
28
0
0%
8
29%
15
54%
11
73%
12
80%
1
7%
NON-FINANCIAL
234
4
2%
48
21%
159
68%
128
81%
125
79%
55
35%
FAMILY
166
1
1%
29
17%
114
69%
90
79%
88
77%
39
34%
STATE
24
1
4%
9
38%
19
79%
16
84%
16
84%
5
26%
Sector
Ownership structure
Yes
249
4
2%
54
22%
168
67%
133
79%
131
78%
51
30%
No
13
0
0%
2
15%
6
46%
6
100%
6
100%
5
83%
Yes
181
3
2%
44
24%
124
69%
99
80%
100
81%
34
27%
No
81
1
1%
12
15%
50
62%
40
80%
37
74%
22
44%
Yes
109
2
2%
27
25%
72
66%
54
75%
58
81%
23
32%
No
153
2
1%
29
19%
102
67%
85
83%
79
77%
33
32%
Yes
227
3
1%
56
25%
167
74%
136
81%
132
79%
55
33%
No
35
1
3%
0
0%
7
20%
3
43%
5
71%
1
14%
TOTAL
262
4
2%
56
21%
174
66%
139
80%
137
79%
56
32%
Having an ICC of
only
Companies that excluded
totally intra-group
transactions (except the
existance of "interests
regarded as significant")
The "equivalent measures"
of which:
TAB. 49: "Equivalent
Measures" where the
number of independent
directors is lower than
the regulatory minimum
Companies with
available data
Companies providing equivalent measures
%
Rules governing the replacement of Independent
related directors in the committe
No.
%
Companies providing "cascade" rules
Opinion iussed by others
No.
Individual independet director
%
No.
Indipendent Expert
No.
N°
38
35
92%
29
83%
6
17%
1
%
3%
No.
1
%
3%
No.
Other
%
No.
%
No.
%
Index
FTSE MIB
1
3%
4
11%
29
83%
FTSE MID CAP
60
56
93%
34
61%
22
39%
2
4%
4
7%
5
9%
13
23%
41
73%
FTSE SMALL CAP
132
104
79%
64
62%
40
38%
5
5%
9
9%
10
10%
24
23%
71
68%
FTSE MICRO CAP
19
17
89%
10
59%
7
41%
1
6%
1
6%
1
6%
4
24%
13
76%
OTHERS
13
10
77%
2
20%
8
80%
2
20%
4
40%
2
20%
4
40%
5
50%
Sector
FINANCIAL
28
24
86%
16
67%
8
33%
1
4%
3
13%
0%
4
17%
13
54%
NON -FINANCIAL
234
198
85%
123
62%
75
38%
10
5%
16
8%
19
10%
45
23%
146
74%
FAMILY
166
140
84%
79
56%
61
44%
9
6%
13
9%
15
11%
35
25%
95
68%
STATE
24
23
96%
21
91%
2
9%
0%
1
4%
1
4%
21
91%
Ownership structure
0%
Yes
249
211
85%
136
64%
75
36%
8
4%
16
8%
16
8%
46
22%
152
72%
No
13
11
85%
3
27%
8
73%
3
27%
3
27%
3
27%
3
27%
7
64%
Yes
181
157
87%
110
70%
47
30%
2
1%
10
6%
12
8%
28
18%
110
70%
No
81
65
80%
29
45%
36
55%
9
14%
9
14%
7
11%
21
32%
49
75%
Having an ICC of
Independet Directors
only
Yes
109
94
86%
69
73%
25
27%
0
0%
1
1%
5
5%
19
20%
69
73%
No
153
128
84%
70
55%
58
45%
11
9%
18
14%
14
11%
30
23%
90
70%
Having an ICC of
Minority Directors
Yes
50
42
84%
34
81%
8
19%
1
2%
2
5%
3
7%
5
12%
34
81%
No
212
180
85%
105
58%
75
42%
10
6%
17
9%
16
9%
44
24%
125
69%
TOTAL
262
222
85%
139
63%
83
37%
11
5%
19
9%
19
9%
49
22%
159
72%
Transactions NOT falling within the shareholders' meeting competence
TAB. 50: WHITEWASHING
Companies with available data
No.
Companies that foresee the possibility of whitewash in case
of a negative opinion of independent directors
N°
%
Transactions falling within the shareholders' meeting competence
of which:
The prevision of a minimum treshold in case of negative AGM
vote
No.
Companies that foresee the possibility of whitewash in case
of a negative opinion of independent directors on BoD
proposal to AGM
The average treshold
µ
%
No.
%
Companies that foresee a derogation to the ordinary procedure
(WITH whitewash) in case of urgency due to firm crisis
No.
%
Index
38
18
47%
14
78%
10,0%
23
61%
7
18%
FTSE MID CAP
60
34
57%
27
79%
9,5%
34
57%
15
25%
FTSE SMALL CAP
FTSE MIB
132
35
27%
25
71%
9,2%
80
61%
42
32%
FTSE MICRO CAP
19
3
16%
2
67%
10,0%
11
58%
9
47%
OTHERS
13
5
38%
2
40%
7,5%
7
54%
3
23%
FINANCIAL
28
12
43%
8
67%
7,5%
18
64%
3
11%
NON-FINANCIAL
234
83
35%
62
75%
9,7%
137
59%
73
31%
FAMILY
166
58
35%
44
76%
9,6%
104
63%
48
29%
STATE
24
11
46%
9
82%
10,0%
12
50%
5
21%
Sector
Ownership structure
Yes
249
93
37%
69
74%
9,4%
150
60%
73
29%
No
13
2
15%
1
50%
10,0%
5
38%
3
23%
Yes
181
79
44%
59
75%
9,3%
114
63%
50
28%
No
81
16
20%
11
69%
10,0%
41
51%
26
32%
Yes
109
47
43%
37
79%
9,6%
62
57%
34
31%
No
153
48
31%
33
69%
9,2%
93
61%
42
27%
Having an ICC of Independet
Directors only
"Smaller" companies
Yes
103
10
10%
7
70%
8,6%
66
64%
36
35%
No
159
85
53%
63
74%
9,5%
89
56%
40
25%
Yes
50
22
44%
17
77%
10,0%
28
56%
13
26%
No
212
73
34%
53
73%
9,2%
127
60%
63
30%
Yes
140
64
46%
46
72%
9,6%
98
70%
68
49%
No
122
31
25%
24
77%
9,0%
57
47%
8
7%
TOTAL
262
95
36%
70
74%
9,4%
155
59%
76
29%
Having an ICC of Minority
Directors
Derogated ex art. 13, para 6
Operation type:
TAB. 51: "MAJOR"
TRANSACTIONS CARRIED
OUT DURING THE FIRST
HALF-YEAR PERIOD OF
2011
AVAILABLE
RPT
No.
Financing transaction
No.
%
Share capital increases
or financing transaction
of shareholders
RPT concerning
partecipations, joint
venture,
merger/demerger
No.
%
No.
RPT where the value is
noticeable
Business RPT
%
No.
%
No.
%
Average
value
µ
Index
FTSE MIB
0
0
n.a.
0
n.a.
0
n.a.
0
0
n.a.
n.a.
FTSE MID CAP
7
2
29%
0
0%
4
57%
1
n.a.
14%
5
71%
1.658
41
FTSE SMALL CAP
17
3
18%
8
47%
4
24%
2
12%
14
82%
FTSE MICRO CAP
2
1
50%
0
0%
1
50%
0
0%
2
100%
31
OTHERS
10
6
60%
2
20%
2
20%
0
0%
10
100%
384
FINANCIAL
14
10
71%
0
0%
4
29%
0
0%
12
86%
965
NON-FINANCIAL
22
2
9%
10
45%
7
32%
3
14%
19
86%
63
FAMILY
12
1
8%
7
58%
3
25%
1
8%
11
92%
33
STATE
4
0
0%
0
0%
2
50%
2
50%
2
50%
359
Sector
Ownership structure
Yes
33
9
27%
10
30%
11
33%
3
9%
29
88%
421
No
6
3
50%
0
0%
3
50%
0
0%
2
33%
280
at least three Independent Directors
Yes
25
8
32%
6
24%
9
36%
2
8%
21
84%
577
No
11
4
36%
4
36%
2
18%
1
9%
10
91%
66
an ICC of Independent Directors only
Yes
16
7
44%
3
19%
4
25%
2
13%
14
88%
796
No
20
5
25%
7
35%
7
35%
1
5%
17
85%
96
Having Minority Directors
Yes
14
2
14%
4
29%
5
36%
3
21%
11
79%
118
No
22
10
45%
6
27%
6
27%
0
0%
20
91%
574
"Smaller" or "recently listed
companies"
Yes
16
2
13%
9
56%
4
25%
1
6%
15
94%
23
No
20
10
50%
1
5%
7
35%
2
10%
16
80%
776
TOTAL
36
12
33%
10
28%
11
31%
3
8%
31
86%
412

EMITTENTI TITOLI S.p.A

Transcription

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