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Board elections, remuneration and takeover bids: when the winner is the market vote

09 May 2022 Articles

The role of the funds gains ground in Italy, especially in situations of conflict between the shareholders. The ownership structure of the Italian companies implies that if the control nucleus falls apart, as in recent AGMs, the role of the funds becomes increasingly important.

"The winds of change often are originated by the so-called ‘activist’ funds,” explains Andrea Di Segni, Managing Director of Morrow Sodali, in his interview with Affari e Finanza. The main issues in Italy are still linked to board composition and corporate governance. Executive remuneration continues to dominate the market and has an increasingly important role in investment and engagement decisions, specifically its disclosure and transparency. Investors increasingly require executive bonuses to be linked to substantial goal achievements, while ESG metrics and targets are to be coupled with the variable part of remuneration.

“The end of the pandemic marks a great awakening of the ESG topics led by the activists, and I expect that sustainability and climate change will represent the major battlefront in this coming AGM season,” adds Di Segni.

Read the full article here (in Italian).

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