Observatory on Corporate Governance

In 2004, The European House - Ambrosetti set up the Observatory on Corporate Governance, a permanent platform for the analysis and comparison on the challenges and best practices on corporate governance. Its mission is to provide actionable proposals and indications to promote the achievement of excellence in the governance systems of Italian companies, both listed and unlisted.

The latest Report of the Observatory was presented during the 21st annual Workshop, on November 26, 2025, in the presence of the Scientific Committee, representatives of the business community, institutional investors, and the Partners: BFF, Chiesi Farmaceutici, Edison, Enel, Eni, Ferragamo, Intesa Sanpaolo, Lavazza, and Pirelli.

The topics explored in 2025 were:

• 2025 survey of institutional investors
• ESG directives: CSRD and Omnibus package
• Attractiveness of the capital market and revision of the Consolidated Law on Finance
• Listing Act and amendments to the Market Abuse Regulation (“MAR”)
• Meetings of Independent Directors
• Qualitative and quantitative guidelines on the composition of the Board of Directors

Over the years, the analyzes and reflections carried out by the Observatory in this process have concerned (and in some cases, anticipated) the most topical issues for corporate governance in Italy, including:

• the optimization of the overall effectiveness of the functioning of the Board of Directors (with particular attention to the list voting and the composition mechanisms of the Board)
• the methodologies for the Board Evaluation
• the opportunities and criticalities linked to the alternative governance models to the traditional one (two-tier and one-tier system) the remuneration policies and incentive models for Top Management and the members of the Board of Directors
• the role of institutional investors in improving governance systems
• the profile of the Directors and the appointment mechanisms
• the adoption of succession plans for top management and the institution of whistleblowing (confidential reporting)
• the development of a guide to anti-corruption compliance programs
• the proposal of a synthetic and innovative representation of the contents of the Report on Corporate Governance and Ownership Structures (Executive Summary)
• sustainability management and non-financial disclosure
• dialogue between Issuers, institutional investors and proxy advisors.

The Observatory's activities are carried out by: 

• A Scientific Committee, comprising: Mr. Sergio Erede (founding partner of BonelliErede law firm); Prof. Piergaetano Marchetti (Professor Emeritus at Bocconi University; President of Fondazione Corriere della Sera); Prof. Stefano Preda (Full Professor of Financial Institutions and Markets at the Politecnico di Milano; former President of Borsa Italiana); Prof. Paola Schwizer (Affiliate Professor of Banking and Insurance, SDA Bocconi School of Management; Full Professor of Economics of Financial Intermediaries, University of Parma); Prof. Marco Ventoruzzo (Full Professor of Commercial Law at Bocconi University and SDA Bocconi School of Management; President of AMF Italia)
• representatives and/or delegates of the initiative's Partner companies
• representatives of the market and relevant institutions (who will participate in the Observatory's meetings depending on the topics addressed on each occasion), such as, for example, representatives of the main global proxy advisors (ISS and Glass Lewis)
• TEHA Group's professionals.