Piazza Affari: the challenge is to build a European market system

Beltratti’s remarks followed a similar line, as he called for a broader perspective on the world’s largest market: ‘In the United States, the number of listed companies peaked in the mid-1990s at 8,000; today there are 4,500, and the ratio of listed to unlisted companies with more than 20 employees is 0.76 per cent, or one in every 130. In Italia, the ratio is 0.04 per cent, or one for every 2,500.” But according to Beltratti, it is not just the avenue of a stock market listing that is lacking in Italia; he points out that private assets are also at a level of development that still lags behind other markets, both in terms of private equity and venture capital funds and private debt.

The speech by Alessandra Balbo, Director-General of the Capital Markets Steering Committee at the Ministry of Economy and Finance, set out the institutional framework within which the debate takes place: that of the progressive integration of the European capital market as a necessary lever for bridging the competitive gap with the United States and other global financial centres.

Returning to the report presented by Georgeson, the analysis shows that it is primarily the composition of shareholdings that is changing. After several years in which minority investors had gradually increased their share, strategic shareholders regained the upper hand in 2026, accounting for 38.24 per cent of the capital represented at the general meeting, compared with 34.93 per cent attributable to minority shareholders. This trend signals greater involvement on the part of the controlling shareholders, whilst not diminishing the increasingly active role of institutional investors.

Meanwhile, the shareholder base of Italian blue-chip companies continues to be predominantly international. US investors remain by far the most numerous, with 194 holdings in FTSE MIB companies, ahead of Germany (133), the United Kingdom (119) and France (89). Italian investors, by contrast, account for just 40 holdings, confirming an ownership structure that is now highly globalised. Against this backdrop, the balance of power amongst the major asset managers remains unchanged: BlackRock retains its leading position, followed by The Vanguard Group and Norges Bank Investment Management, which are key players across almost all sectors of the index.

As regards the items on the agenda of the general meetings, the most significant figure for the 2026 general meeting season relates to the remuneration policy, which received an average approval rate of 92.33 per cent, whilst support from minority shareholders alone reached 78.09 per cent; both figures are up on last year. The report on remuneration paid also recorded record levels of approval, with 92.73% of votes in favour out of the total share capital present and 78.65% amongst minority shareholders.

This result does not appear to be coincidental, given that in recent years many companies have progressively refined their incentive schemes, clarifying performance targets and strengthening the link between remuneration and long-term value creation. It is therefore not surprising that proxy advisers have also reduced their negative voting recommendations. ISS opposed the Remuneration Policy in 24 per cent of the cases analysed, whilst Glass Lewis did so in 18 per cent, confirming a significantly less confrontational climate than in the past.

This does not mean that all the critical issues have been resolved. On the contrary, the observations made by proxy advisers show that certain issues continue to recur regularly. In 73 per cent of the companies under scrutiny, the use of discretionary remuneration deemed excessively generous persists, whilst in 55 per cent of cases, severance payments exceeding 24 months’ salary are contested. Furthermore, calls for greater transparency regarding bonus schemes and clauses allowing for exceptions to remuneration criteria remain frequent. As regards the Remuneration Report, the main weakness continues to be the disclosure of information on variable incentives, which is deemed insufficient in 39% of the companies examined.

According to Georgeson’s analysis, the renewal of boards of directors confirms a number of well-established trends. During 2026, 14 companies on the FTSE MIB were required to elect a new board. In 11 cases, the controlling shareholder submitted a list of candidates, whilst the Managers’ Committee submitted its own list in 12 companies. Only three board renewals involved a list drawn up by the outgoing board, all of which were in the banking sector.

The average quorum at general meetings held to renew boards stood at 72.14 per cent, with minority shareholders accounting for 37.56 per cent of the vote – higher than that of the strategic shareholder (35 per cent). This figure confirms the extent to which institutional investors have now become key players in decisions relating to the composition of boards of directors. Proxy advisers’ assessments focused primarily on the quality of candidates and independence requirements, rather than the origin of the candidate lists.

The 2026 round of general meetings marked the definitive inclusion of artificial intelligence on the corporate governance agenda. Investors’ focus is rapidly shifting from the mere adoption of technologies to the systems through which companies govern their use. Demands now centre on specific expertise within boards, risk management models, control processes, staff training and compliance with the provisions introduced by the EU AI Act.

At the same time, the stewardship policies of major institutional investors are also changing. There is growing interest in the transparency of the algorithms used in decision-making processes, the maintenance of human oversight in voting decisions, and the establishment of rules designed to prevent excessive reliance on automated tools. The aim is not to replace human judgement, but to strengthen it through the responsible use of new technologies. Experience in the United States suggests that this evolution has already begun. In particular, between 2023 and 2026, shareholders tabled an increasing number of proposals on the governance of artificial intelligence, calling for greater transparency, stricter controls and a more proactive role for boards of directors. Some of these initiatives garnered support of over 40 per cent, a significant threshold for issues that are still relatively new in the context of shareholders’ meetings.