Summary
On December 5, 2011, the Committee for Corporate Governance
published a revised code of Corporate Governance (the Corporate
Governance Code or Codice di Autodisciplina) for listed
companies (the New Code)1.
The New Code updates the previous Corporate Governance Code
published in March 2006, as partially amended in 2010 with the
substitution of Article 7 with respect to the compensation of
directors.
The New Code, informed by the experiences of other major
economies, provides Italian listed companies (Issuers) with best
practices on corporate governance. As in the previous edition,
implementation of the New Code's recommendations is left to the
discretion of the Issuers according to the principle of
"comply or explain", in which Issuers that do not
implement, or only partially implement, one or more of the
provisions of the New Code must disclose their reasoning to their
shareholders and the market. Such disclosure is provided in the
annual report on
