In Ftse Mib companies, closed-door meetings prevail

The 2026 shareholders' meeting season confirms the definitive consolidation of so-called 'closed meetings'. The institution of the Exclusively Designated Representative (Rde), born as an emergency solution during the pandemic, is now turning into a structural standard for large listed companies. In particular, an analysis of the Ftse Mib companies (data are collected by Assonime) with registered offices in Italia shows that as many as 24 out of 40 have chosen to call the 2026 shareholders' meeting using the figure of the Rde. This is a clearly growing trend compared to 2025, when 21 companies in the same perimeter had resorted to this method.

Looking at the 2026 choices in detail, it can be seen that the majority (18 companies) continued to take advantage of the extension of Art. 106 of Decree-Law 18/2020, while five relied exclusively on a statutory provision and one referred to both options, leaving only 10 companies tied to the traditional convocation.

But why do Italian companies prefer to empty their physical stalls? According to Massimo Belcredi of Fin-Gov (Università Cattolica), the point is 'controversial'. Many issuers, in fact, 'strongly want to abandon in-person meetings in order to avoid what are considered to be wasted time, linked to the presence of professional meeting disturbers, or individuals who use the meeting instrumentally'. Belcredi cites, by way of example, Beppe Grillo's historic incursions into Telecom or Greenpeace's more recent protests in oil and gas companies. With the recent entry into force of the reform of the Testo Unico della Finanza (Tuf), which effectively opens the way for shareholders' meetings through the Appointed Representative, the issue is bound to provoke heated debates in the coming months.

The Rde model, as Guido Cutillo of Luiss points out, has been adopted almost unanimously, even by companies with very positive performances that would have no reason to 'hide' behind closed doors. The main reason, notes Cutillo, is organisational 'simplification', which allows the management of the event to be diluted over time. Dialogue with investors does not disappear, but is transformed: 'By now,' he explains, 'interlocution takes place continuously "during the course of the year" through off-season and in-season engagement activities, so that, by the time of the actual shareholders' meeting, companies have already listened to shareholders and prepared responses'. Yet this is not just a logistical convenience for companies. Assonime's Marcello Bianchi frames the phenomenon in a precise regulatory and market evolution, which started with the Covid rules, experienced an initial systematisation with the Capital Law, and culminated today with the Tuf reform. According to Bianchi, this new approach is a 'significant and positive effort to modernise the regulation of shareholders' meetings', as it responds to the real needs of institutional investors. "These subjects, who hardly ever participate directly but delegate their vote days in advance, benefit more from a properly organised and predictable system than from the uncertainties of a live debate. Rde allows the sharing of questions and proposals in advance, guaranteeing everyone a complete information picture'. It is no coincidence, Bianchi points out, that despite the indirect participation, 'the attendance rate at the shareholders' meeting in terms of capital represented has not shown any decreasing effect'.

There is, however, a flip side of the coin. As Belcredi recalls, many proxy advisors and institutional investors view the total elimination of the in-person procedure with suspicion, seeing it as 'an infringement of shareholders' rights'. To mitigate these fears, the legislator has included specific counterbalances. The Tuf reform includes safeguard clauses: minority shareholders (reaching the threshold of 5 per cent of the capital) retain the right for the meeting to be conducted in physical form.