2. Legal framework

Borsa Italiana is a company responsible for the organization, management, and operation of the Milan Stock Exchange (i.e., the Italian financial market) to promote its development and maximize liquidity, transparency, competitiveness, and efficiency.
“Effective October 1, 2007, the integration between the Borsa Italiana Group and the London Stock Exchange Group took place, creating the leading market in Europe for equity trading, ETF trading, covered warrants and certificates, as well as fixed-income instruments.”
Borsa Italiana’s main goal is to develop markets and maximize their liquidity, transparency, competitiveness, and efficiency. Its primary responsibilities include:

– monitoring the proper conduct of trading activities.
– Defining the admission and listing requirements and procedures for issuing companies.
– Defining the admission requirements and procedures for intermediaries.
– Managing the dissemination of information for listed companies.

Borsa Italiana organizes and manages the Italian market through national and international intermediaries operating either in Italy or abroad, using a fully electronic trading system for real-time transactions. Among its guiding principles, the entrepreneurial nature of market organization and management activities and the separation of supervisory functions (exercised by Consob and the Bank of Italy) from regulatory and market management functions (carried out by Borsa Italiana) are fundamental.

It manages the Congress Centre and Services, a facility available not only to the financial community but also to any Italian or international entity requiring a state-of-the-art venue equipped with cutting-edge technologies and services, ideal for hosting events, seminars, congresses, and training initiatives.

Additionally, Borsa Italiana provides IT services to private operators, public entities, financial institutions, and market management companies.

Hera Spa => HER
Market listings and data for the company Hera Spa.

Source: Borsa Italiana

The TUF – Consolidated Law on Finance (Legislative Decree of February 24, 1998) and subsequent implementing regulations by Consob.

On July 11, 2007, the European Commission adopted Directive 2007/36/EC on the rights of shareholders in listed companies. In Italy, Legislative Decree no. 27 of January 27, 2010, implemented the directive, while allowing listed companies the discretion to adopt it. The directive aimed to introduce minimum standards for harmonizing European legislation to “protect investors and promote the easy and effective exercise of shareholders’ rights.”
The directive covers the following main aspects:

Shareholders’ participation and voting at the general meeting cannot be subject to any limitations other than the record date, which must be set at least seven days prior to the meeting. This establishes a definitive list of individuals entitled to vote during the meeting.
Member States must eliminate all restrictions on shareholders’ participation in general meetings, facilitating attendance through electronic means and allowing the option to vote by orrespondence before the general meeting to ensure the exercise of cross-border voting rights.
All shareholders are permitted to vote by proxy through a natural or legal person authorized to exercise the voting rights on their behalf.

Management is required to provide shareholders with information regarding the conduct of the meeting. Specifically, with respect to pre-meeting disclosures, companies must send the notice of meeting at least 21 days prior to the date of the meeting. Additionally, they must include essential information in the notice and publish the notice, the full text of the proposed resolutions, and key practical information on the company’s website.

This provision was not included in the Directive but was introduced with the implementing decree to encourage loyalty and stabilize retail shareholding. The innovative mechanism in question is a dividend increase (up to a maximum of 10%) granted to shareholders willing to retain ownership of their shares for no less than one year. As a result, this measure aims to incentivize their participation and interest in corporate matters.