2024 Shareholders' Meeting Season and Perspectives

The 2024 AGM season, with its results and future prospects, was the focus of the event held on Wednesday, July 3, at Auditorium Verdi 4 in Milan, organized in collaboration with Georgeson.

 
Introductory remarks by Gregorio Consoli, Managing Partner, and Stefano Marini, Senior Advisor at Georgeson, were followed by a presentation of the outcomes of the 2024 AGM and the main trends that emerged, by Francesco Surace, Head of Corporate Governance Italy at Georgeson. In this regard, aspects such as the evolution of meeting quorums and the presence of major institutional investors in the FTSE MIB, with their relative geographical distribution, were discussed in depth. With particular regard to some of the recent innovations introduced by the Legge Capitali, it was highlighted how in the FTSE Italia All-Share, 50 companies, mostly with a high percentage of share capital in the hands of reference shareholders, have proposed the approval of a statutary amendment to allow exclusive intervention in the Shareholders' Meeting through a Designated Representative. The market, albeit with a series of distinctions related to the different ownership structures of the issuing companies, generally showed opposition to both the introduction of this modality and the introduction and strenghtening of mechanisms for increased voting rights, with the companies that have proposed such a statutory amendment characterized by similar ownership structures.

 
Paolo Valensise, Partner and Professor of Commercial Law at the University of Roma Tre, provided some reflections on the aforementioned developments and their implications, emphasizing how listening to market players is fundamental in order to have a wide, articulate and heterogeneous set of information in order to be able to conduct thorough evaluations. His speech introduced a first panel discussion, which analyzed the 2024 assembly season following the Capital Law, with contributions from Maria Carmela Falcone, Managing Associate, Gianluca Antipasqua, Head of Southern European Research at ISS, Umberto Baldi, General Counsel at Snam, Federica Calvetti, ESG Coordinator at Eurizon Capital, and Alfredo Granata, General Manager at Inarcassa, with moderation by Lorenzo Casale, Head of Market Italy at Georgeson. The impact of the regulatory framework introduced by the Legge Capitali was examined not only from a legal perspective, but also by integrating the different experiences and perspectives of investors, issuers and proxy advisors, taking into account how the evolutionary path initiated by the Capital Law is still ongoing and there is still room for further reflection.

The event concluded with an analysis of market developments and future developments, conducted by Presidents of leading issuing companies. Rosalba Casiraghi of illimity, Benedetta Navarra of Italgas, Stefano Pontecorvo of Leonardo, and Massimo Tononi of Banco BPM, moderated by Stefano Righi of Corriere della Sera, shared their experiences and points of view on topics such as the interventions of the Legge Capitali dedicated to the shareholders' meetings of listed companies, future challenges for corporate governance, and the attractiveness of foreign legal systems for Italian companies.