The Rise of Outgoing Board of Directors' Lists in Italian Listed Companies

The ever-growing interest of institutional investors, particularly foreign ones, in Italian listed companies and the consequently lower concentration of the shareholders' structure bring the Italian corporate governance's needs closer to those seen internationally. In this context, the Italian corporate governance looks with interest and concern at the emergence of the practice by the outgoing Board of Directors of proposing a voting list for its successors. The voting lists mechanism is the legal institute that the Italian legislator imposes as a unique system for the appointment of companies' directors in all Italian listed companies, which is unique at an international level. The merits of the voting lists are well recognised. Thanks to several provisions to incentivise the presence of minority shareholders, it can promote a board composition that better reflects the shareholders' structure by counterbalancing the property concentration affecting the Italian corporate ecosystem. This choice created two realities for the Board of Directors: representing a majority and composing a plurality of interests. In this dissertation, after analysing the historical development of voting lists and the Board's role, including its controlling mechanisms, it emerges that the outgoing Board of Directors' list can enhance the Italian corporate governance system and somehow constitute a natural evolution of it. Integrating the analysis with the recent CONSOB's Call for Attention Document over the subject, this dissertation presents some desirable interventions to include in the articles of association or apply at the legislative level to enhance transparency and reduce related risks for those companies which decide to introduce, or have already introduced, the possibility of outgoing Board of Directors' lists into their appointment mechanism.