Activism is off to a brisk start in Italy this year, while the country’s unique protections for minority shareholders continue to provide a popular path to board representation.

As of April 15, two Italian companies have been subject to campaigns involving primary- and partial-focus activists this year, the same number as the entirety of 2023, according to Diligent Market Intelligence’s 

 data. Four of the eight campaigns involving such activists, which included an appoint personnel demand since 2019, have been at least partially successful.

In the wider European region where a total of seven campaigns have been initiated by dissident investors in the first quarter, the level of activity in Italy is largely on par with the U.K., while France and Germany have each recorded a single campaign in the period.

First implemented in 1994, Italy’s voting system “voto di lista”, also known as slate voting, ensures that directors nominated by minority shareholders are guaranteed seats on both the board of directors and the board of statutory auditors at all Italy-listed companies.

Given that a significant portion of companies in the region are primarily owned by founding families or controlling shareholders, the mechanism is considered extremely valuable in holding companies accountable to smaller shareowners.





At Italian annual meetings, shareholders are given the opportunity to vote for slates of candidates. Controlling shareholders present a slate of candidates, while minority shareholders can also submit so-called “minority lists.”

Any shareholder which owns a certain amount of the company’s share capital – that varies between 0.5% - 4.5% depending on market capitalization - can submit a slate, and investors also have the option to pool their holdings to reach the required threshold.

Investors can only support one bundled slate and cannot vote for directors individually. Those who put forward slates must rank their nominees in order of preference.

To ensure minority shareholders secure some form of board representation, at least one member of the board of directors and the chair of the board of statutory auditors are elected from the slate that received the second-most votes after the majority slate. Company bylaws may allow for further seats reserved to minorities, and current best practice provides for up to 20% - 33% of board seats.

In 2021, 56.1% of Italy-listed companies had at least one minority-appointed director on its board, up from 36.5% in 2011, according to 

 from Italian securities regulator Commissione Nazionale per le Societa e la Borsa (Consob).

“The ‘voto di lista’ mechanism benefits investors who, as minority shareholders, can have their representatives elected to the board and thus are allowed to shape the company’s governance,” Natalia Bagnato, Italian partner at U.S. law firm Boies Schiller Flexner (BSF), told DMI in an interview. “It also benefits shareholders looking to invest in a company characterized by a widespread and fragmented ownership structure and those investors – especially institutional – seeking transparent and articulated mechanisms to select the best candidates to run the company.”





Although the mechanism gives minority shareholders a louder voice and greater influence on the board, it is also considered to have its own challenges.

The fact that investors can only vote for nominees from one slate limits their ability to freely pick and choose their ideal board composition across multiple slates, making “voto di lista” somewhat of a blunt tool.

“As a mechanism, it falls short of providing investors with the ability to really fine-tune their votes to pick each individual who they perceive to be suited for the ideal board directors,” said Lauren Gojkovich, founder and managing member of LDG Advisory, in an interview with DMI. “This is especially true now that the U.S. has the universal proxy card, which gives great freedom to investors in voting for their personal preferences.”

One lawyer, who wished to remain anonymous, told DMI that slate voting can also work at odds with board gender quotas. “Where winning slates feature nominees of one gender only, the second slate may find itself forced to appoint nominees of the underrepresented gender, regardless of how they ranked their nominees,” the anonymous source said.





In 2023, 81 minority slates were submitted for election at 52 Italian companies, resulting in the election of 103 minority candidates, according to data from Italian asset manager association Assogestioni.

Historically, most minority slates have been nominated by Assogestioni, but recent years have seen more international investors submit their own slates.

In May 2023, U.S. activist shareholder GreenWood Investors secured four spots on the board of Italian aerospace giant Leonardo SpA, taking aim at the company’s lackluster performance compared to peers. This marked GreenWood’s second ever activist campaign and its first campaign in the Italian market, defeating a rival slate from Assogestioni. GreenWood held a 1.5% stake in the company at the time.

“The Leonardo campaign was a groundbreaking win for the Italian market, with an investor securing four of four board seats, including a seat for the fund’s founder, Steven Wood,” Gojkovich said. “In addition, both Institutional Shareholder Services (ISS) and Glass Lewis recommended for GreenWood’s full slate, which I believe marked the first time Glass Lewis had ever supported a dissident slate against Assogestioni.”

That same month, Assogestioni, armed with an almost 2% position, secured three seats at utility company Enel, while the Italian government secured six seats as a controlling shareholder. A rival six-director slate nominated by U.K. asset manager and minority shareholder Covalis Capital was not successful.

Both Vanguard and State Street supported Assogestioni’s slate, with the former noting in a voting bulletin that these nominees “were best positioned to exercise effective, independent oversight of management and protect the interests of minority shareholders [and] possessed relevant skills and experiences in the industrial sector, capital markets and corporate governance.”

In another campaign to emerge this season, Telecom Italia (TIM) is facing a board challenge from three different investor groups - Merlyn Partners, which is running a 10-person slate of its own; London-based activist Bluebell Capital, which is fighting for five board seats as well as a fourth list of candidates backed by shareholder group ASATI, holder of a 0.5% stake in TIM.

IN-DEPTH: Italian activists face unique battle for board seats

It’s official — a new bill is before Australia’s parliament that will make climate reporting mandatory for roughly 20,000 local entities 

Like many OECD countries, Australia has announced changes to its climate-reporting standards. Besides broadening mandatory reporting to the wider market, it will also introduce new ISSB-aligned requirements, representing a significant uplift in requirements compared to existing frameworks.

Other countries in Asia-Pacific (APAC) are also acting on similar sustainability reporting measures. Singapore’s Accounting and Corporate Regulatory Authority (ACRA) and Singapore Exchange Regulation (SGX RegCo) are adopting ISSB and extending mandatory reporting requirements to all listed companies from 2025 and requiring selected non-listed firms to report from 2027 onwards.

 of the Philippines announced that it will 

revise the Sustainability Reporting Guidelines

 for publicly listed companies to align with ISSB standards. It will require listed companies to submit sustainability reports in two formats: the SR Narrative and Sustainability Report (SuRe) form.

Deep diving into Australia’s growing ESG reporting requirements

Several non-voluntary reporting frameworks already exist in Australia, including the 

 (NGERS) scheme and the Safeguard Mechanism, which builds on the NGERS scheme. However, only a small number of organisations (less than 1,000) are obligated to comply with these schemes. Organisations listed on the Australian Securities Exchange (ASX) are required to disclose their sustainability efforts on a 

. But, for most organisations in the country, sustainability reporting is currently voluntary.

Climate risk reporting is especially important in countries like Australia

, due to its high vulnerability to worsening extreme weather and other adverse climate effects. So, despite the lack of legal obligation, 

 listed on the Australian Securities Exchange (ASX 300) found that entities of various sizes are now disclosing financial and sustainability information, whether by creating standalone sustainability reports, including it in annual reports, or both in their annual and standalone sustainability reports. However, many stakeholders don’t find this information helpful. The lack of a common standard for reporting has made it difficult for companies 

to deliver a transparent, credible and comprehensive picture

2023 analysis of 247 Australian businesses

 found that 57% studied were guilty of “making false, misleading, unclear or unsubstantiated claims, pointing to ‘greenwashing’ — whether intentional or not —on a concerning scale.” As such, investors are seeking greater transparency of companies’ sustainability agendas to determine their long-term viability as businesses.

As such, the changes proposed in the new bill seek to fulfil these needs. But the call for better transparency and accountability brings an even higher level of responsibility.

Reporting will be challenging — even for seasoned sustainability experts

The journey to ISSB-aligned frameworks is anticipated to create substantial challenges for most organisations, even those with mature climate-reporting practices already in place. Australia’s incoming measures represent a significant uplift compared to the Financial Stability Board’s 

Task Force on Climate-related Financial Disclosures (TCDF) 

The new requirements proposed in the bill will closely align with the requirements in IFRS S2, which, compared to the TCDF framework, will require companies to make a few adjustments or provide additional information — as much as possible that is reasonable, supportable and available at the reporting date.

Here are a few examples of such changes based on 

a document prepared by the staff of the IFRS Foundation

The draft bill will also require Australian companies to 

prepare an annual sustainability report following these updated guidelines every financial year

From compliance exercise to competitive advantage

While the capacity uplift to accommodate these changes might be significant, they also have long-term benefits. Instead of making climate reporting a once-a-year, one-off occasion, it will give organisations more insight into the complex web of effects their business has on resources, systems, and individuals and organisations. This informs forward-looking decisions and the development of new and disruptive products and services, as well as contributes to risk mitigation. And now that stakeholders are measuring the value of an organisation not just on their financial performance but their environmental impact as well, it can help organisations connect deeper with clients and suppliers or attract investment.

The initial setup will be the hardest part. It will involve re-evaluating current sustainability reporting efforts and mapping out the areas that need to be changed or improved. It will challenge organisations to become familiar with these new standards and requirements and increase their level of understanding of climate-related risks, opportunities and financial impact.

These changes may have larger organisational implications as well. They will force organisations to take a look at their business models as a whole — everything from data management to auditability to governance and risk — ensuring that their climate strategies are aligned with their organisational objectives, or vice versa.

With mandatory reporting only months away, it’s time for Australian organisations to act. Given the substantial uplift needed, companies must turn to systems and technologies that can streamline climate-reporting processes both within their business and in the lead-up to regulatory filing.

Take charge of your climate-reporting obligations and supercharge your holistic ESG strategy by 

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