Contributed By CMS Adonnino Ascoli & Cavasola Scamoni
In general, companies must – within 30 days of approval by the quotaholders’/shareholders’ meeting – file the annual financial statements, along with (if required by law) the reports of the directors, the auditors and the external auditing firm, with the companies’ registry kept at the competent Chamber of Commerce.
In accordance with Article 154-ter TUF, companies with publicly traded shares shall make available to the public (at the company's headquarters, website and by the other means established by CONSOB), in addition to the annual financial statements, a six-month financial report containing a simplified half-year statement, interim management report and, where applicable, six-month statements from the statutory auditor or external auditor.
Most of the corporate governance arrangements are included in the bylaws of the company, which must be communicated to the Chamber of Commerce and are therefore publicly available.
However, pursuant to Article 2341-bis ICC some arrangements may be included in separate agreements between shareholders in order to regularise the ownership structure or the management of the company (so-called 'patti parasociali'). These agreements may relate to the exercise of voting rights, the limitation of the transfer of shares/quotas and the exercise, jointly or otherwise, of a dominant influence on the company.
In general, there is no statutory requirement obliging the companies to disclose these arrangements.
An exception is provided with regard to companies with publicly-traded shares (and their parent companies), where shareholders agreements must be:
All companies are obliged to communicate to the companies’ registry the appointment of directors (with specification of the chairman of the board, if any), statutory auditors, external auditing firms and attorneys-in-fact (procuratori) within certain deadlines, as well as the powers granted to directors, officers and attorneys-in-fact.
In addition to information concerning the corporate governance of the company, mandatory disclosures to the Chamber of Commerce shall be made in relation to other sets of information, such as the name and registered office of the company, the corporate capital (with details of the quota held by each shareholder), the name of the company exercising direction and coordination and the indication of insolvency proceedings affecting the company, if any.
All such information is displayed in the excerpt of the company (visura), which can be obtained from the Chamber of Commerce.