2023 European Proxy Season Review (Italy edition)

Morrow Sodali 2023 European Proxy Season Review
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Morrow Sodali is pleased to share its review of the 2023 Proxy Season in Italy. This comprehensive review highlights several key trends in corporate governance and shareholder engagement.

The 2023 Proxy Season in Italy unveiled key insights across several areas, bringing attention to shareholder participation, diversity, remuneration transparency, and the growing influence of ESG metrics, alongside rising shareholder activism.  Notably, special provisions extending remote participation until July 31, 2023, led to most companies hosting closed-door AGMs, raising concerns about limited voting opportunities and access to shareholder rights. Board elections showcased increased support for institutional investors' slates and growing shareholder activism.

Italian board compositions remained largely stable, with 65.2% being external independent directors, but only 40.6% of boards had independent chairs. Gender diversity improved, with females representing 44% of board members, while executive remuneration resolutions faced notable shareholder dissent. The integration of ESG metrics into remuneration schemes gained momentum, and activism reached new heights, exemplified by proxy fights at Enel and Leonardo during board elections.

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