“Corporate governance” powers’ relations that are generated within the “proprietary system; today this is becoming more and more like a complex system, composed of multiple shareholders who, depending on the interests expressed, converge in specific share command coalitions.

It follows that the relationship between majority and minority is characterized by a persistent precarious balance which, if compromised, risks jeopardizing part of the interests at stake.

Institutional investors and asset managers are often not transparent regarding their investment strategies, their commitment policy and their implementation.

Institutional investors and asset managers should therefore show greater transparency regarding their approach to shareholder engagement. Commitment policy, especially how they exercised their voting rights (responsible vote).

It follows that the relationship between majority and minority is characterized by a persistent precarious balance which, if compromised, risks jeopardizing part of the interests at stake.

DIRECTIVE (EU) 2017/828 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 17 May 2017, which amends directive 2007/36 / EC, with regard to encouraging the long-term commitment of shareholders, which will come into force from June 2019 the aim is to enhance the rights and participation of shareholders in relation to their position to the issuers operating on the community land.

The main innovations introduced by the directive are:

• Institutional investors and asset managers should inform the public about the implementation of their
• the right of shareholders to approve the remuneration policies for directors, which is therefore in line with the recommendations provided by the FSB. The main purpose of the Directive is to promote a remuneration logic that values ​​the long-term interests of the company, which in fact pass, at least in part, from the way in which the ownership structures make up the problem of the so-called. moral hazard;
• the greater powers with which the companies are provided for the purpose of identifying the holders of their own securities, which takes place through the strengthening of access rights with the intermediaries holding the information in this regard;
• a nucleus of forecasts aimed at facilitating the exercise of shareholders’ meeting rights, which is achieved by streamlining the obligations necessary for exercising the right to vote and for attending the meeting, as well as by optimizing the time and the ways in which the companies are required to observe the information obligations towards shareholders. Particular attention is given to cases of cross-border voting, whereby shareholders, who do not reside in the same State of the company, must be placed in a position to participate and vote within the assembly;
• the regulation of relations between shareholders and institutional investors, which are subject to more significant obligations both in terms of disclosure; involving a justification burden for their policies, in relation to the problem of conflict of interest, which is likely to affect the relationships between the company and the institutional investors themselves. Same rules concern the figure of proxy advisors, increasingly growing in the business dynamics of community companies;
• the set of provisions aimed at strengthening the protection of shareholders on the occasion of the approval of a transaction with related parties, which also in this case finds correspondence with the needs supported by the FSB. In particular, each transaction corresponding to at least 1% of the company’s assets must be subject to immediate disclosure, in addition to being accompanied by the report of an independent third party who confirms the congruity both with the market value and with the interests of the shareholders, including minorities.

If the transaction exceeds the 5% threshold of corporate assets – or in any case is destined to have a particular effect on the institution’s profits or turnover – it must be approved with a vote of the general meeting, which it is binding in nature.