By Giuseppe Fonte and Valentina Za
ROME (Reuters) – Italian Prime Minister Giorgia Meloni’s party wants to allow listed companies to issue shares giving key investors up to 10 voting rights each, as part of efforts to stem relocations of corporate headquarters to the Netherlands.
Italy is seeking ways to boost the Milan bourse’s allure and keep firms domiciled in their homeland as a growing number of companies adopt Dutch governance rules, sometimes even listing in Amsterdam so that leading shareholders preserve their grip.
Senators from Meloni’s Brothers of Italy party have also proposed allowing investors more say over the terms under which a company’s outgoing board can present a list of nominees for its renewal.
Such a set-up, common abroad, has only in recent years been adopted by some leading Italian companies including insurer Generali and banks UniCredit and Mediobanca.
The government in April presented to parliament a bill that, among measures to encourage listings, allowed companies to issue shares with up to 10 voting rights attached. However, that bill limited the option only to the pre-listing stage.
As a result, existing listed companies at present can only tap a so-called “loyalty share scheme” which at most doubles the voting rights of shares for investors who hold them for at least 24 months.
Under the latest proposal, those shares could entitle holders to up to 10 votes after a series of 12-month intervals following the first 24 months.
With a separate amendment, lawmakers also intend to give shareholders greater scrutiny over candidates proposed by the outgoing board in listed firms.
The amendment states that each member of the list would be subject to a further individual vote by shareholders in order to secure a seat once the board’s overall list wins sufficient votes to be picked.
In June businessman Francesco Gaetano Caltagirone, a rebel investor in Generali, told a parliamentary hearing that investors abroad had the power to select individual board members.
Caltagirone complained in particular about the influence that Mediobanca had exerted on Generali, even after the insurer embraced the board’s list system.
Generali has repeatedly said that its board – which was last elected in 2022 – is independent from any of its investors.
(Editing by Keith Weir)
