CORPORATE GOVERNANCE IN THE ITALIAN LISTED COMPANIES. Anna Clara Cavallari Elena Goos Francesca Laorenti Marcella Sivori

Transcription

1 CORPORATE GOVERNANCE IN THE ITALIAN LISTED COMPANIES Anna Clara Cavallari Elena Goos Francesca Laorenti Marcella Sivori

2 AUTHORS: Anna Clara Cavallari Listed Companies Supervision - Borsa Italiana Spa Elena Goos Institutional Investors Borsa Italiana Spa Francesca Laorenti Institutional Investors Borsa Italiana Spa Marcella Sivori Institutional Investors Borsa Italiana Spa FOR INFORMATION: elena.goos@borsaitaliana.it anna.cavallari@borsaitaliana.it REFERENCES: Borsa Italian Rules and Instructions are available on the website: (section Rules & Intructions ) The Corporate Governance Code and the Guidelines for the Preparation of the Report on Corporate Governance are available on the website: (section Rules & Intructions ) The Consolidated Law on Financial Intermediation and the three implementing Regulations with regard to issuers, intermediaries and markets are available on the website:

3 Corporate governance in the Italian listed companies For some time now the focus of much attention in the Anglo-Saxon world, the pressure towards improving corporate governance has led to a series of measures designed to protect the interests of shareholders and stakeholders. The last five years have seen fundamental developments in corporate governance also in Italy. The changes that have taken place at regulatory level have given rise to an operational framework that is increasingly conducive to good corporate governance on the part of Italian issuers. Ever since 1998, many major aspects for institutional investors, such as shareholders protection and companies take-over rules, had been regulated by the Consolidated Law on Financial Intermediation (the "Draghi Law"), subsequently integrated by Consob 1. The first version of the Code of Conduct for corporate governance (the "Code") goes back to 1999 and, in 2002, underwent major revision and updating. The Code aims to consolidate the use of best practices in governance within Italian companies, with a view to enhancing their image and appeal towards a global financial community that is increasingly sensitive to such issues. Compliance with the Code of Conduct is voluntary 2. However, companies are required to report on their level of adoption of the Code's provisions, giving reasons for any non-compliance. The information is provided by way of a special report made available to shareholders together with the documentation required for the shareholders' meeting to approve the financial statements, and at the same time is sent to Borsa Italiana, which immediately places it at the disposal of the public via its website 3. Thanks to the reports prepared by the issuers, Borsa Italiana constantly and accurately monitors the corporate governance policies and analyses, also at aggregate level, the status of adherence to the Code. The purpose of this document is to explain the results of this analysis, carried out on the basis of the reports prepared from 2001 to by the Italian companies included in the MIB30, the MIDEX, the STAR segment and the Nuovo Mercato, which at the end of April represented 85% of total capitalisation of the markets managed by Borsa Italiana. (1) The Consolidated Law on Financial Intermediation and the three implementing Regulations with regard to issuers, intermediaries and markets are available on the website: (2) For the companies belonging to the STAR segment and the Nuovo Mercato, the Borsa Italiana regulations set out specific requirements of corporate governance, in line with or more stringent than the Code (3) The reports are available on the Borsa Italiana website: 1

4 From the analysis a good level of adoption of the Code emerges, showing a progressive increase during the course of the years. Moreover, with respect to 2001, there has been a sharp rise in the quality of information disclosure given by the companies, which are more and more inclined to provide transparent and exhaustive information on their respective systems of corporate governance 4. Borsa Italiana has contributed spreading a culture of corporate governance in the market, also drawing up the "Guidelines for the preparation of the report on corporate governance", designed to help establish a standard of information disclosure able to facilitate the assessment and comparability of models of corporate governance. The study is focused on the following provisions of the Code: 1. Role and composition of the board of directors (articles 1-5 ); 2. Procedure for the appointment of directors and auditors and remuneration of directors (articles 7, 8 and 14); 3. Internal control system and internal control committee (articles 9 and 10); 4. Handling of price sensitive information and relations with investors (articles 6, 12 and 13). (4) The obligation to prepare the reports on corporate governance was introduced in In the reports, the companies inform on their status of adoption of the Code in reference to the latest financial year. It should be noted that the data able to be gathered from the reports drawn up in 2001 are not always complete and for this reason are not always included in the comparisons. 2

5 1. Role and composition of the board of directors (articles 1-5) 1.1. Role of the board of directors (articles 1, 4 and 5) The Code of Conduct requires certain matters of special importance to be reserved for the exclusive competence of the board of directors, including: - the examination and approval of the company s strategic, operational and financial plans and the corporate structure of the group; - the examination and approval of transactions having a significant impact on the company s profitability, assets and liabilities or financial position, with special reference to transactions involving related parties. This provision is intended to ensure that matters of special importance remain under the control of the board of directors as a whole and are not delegated to one or more directors. Based on the reports received by Borsa Italiana in, these recommendations were fully or partially adopted by 129 out of 135 companies considered, showing an increase of 4% compared to In particular: companies (85%) reserve to the board of directors the tasks of strategic and organisational policy, as well as approval of the most significant transactions, including those involving related parties; - 7 companies (5%) reserve to the board's exclusive competence only the tasks of strategic and organisational policy; - 8 companies (6%) reserve to the board's exclusive competence only examination and approval of the most significant transactions, including those involving related parties. - 6 companies (4%) do not declare explicitly to reserve any of these functions to the board of directors Chart 1: Board of directors exclusive competence, per cent 6% Approval of significant transactions & transactions with related parties 100% = 135 5% Approval of strategic plans 4% Fail to adopt 85% Both functions Source: Borsa Italiana analysis on Corporate Governance Reports 3

6 Another provision of the Code concerns the disclosure of information on the delegation of powers to the directors and the executive committee: 130 companies (equal to 96% of the sample) provide information on the powers granted. This figure, unchanged with respect to 2002, shows a notable improvement on 2001, when the information was disclosed by 57% of the companies considered. The data compiled in indicate that in 33% of cases the chairman has no operational powers. Whilst there is ample room for improvement, the increase of 4% in the number of non executive chairmen with respect to 2002 shows that Italian companies are gradually becoming more sensitive to the need for a separation of roles between chairman and managing director. It is important to notice that in many cases the powers delegated to the chairmen are marginal with respect to the companies core business. Chart 2: Delegated powers to chairmen, per cent % 33% Chairman with delegated powers Chairman with no delegated powers 71% 67% 2002 Source: Borsa Italiana analysis on Corporate Governance Reports The Code of Conduct also recommends that the empowered bodies periodically provide the board with adequate information on the activities performed in exercising the powers delegated to them, giving special attention to transactions that are atypical, unusual or involving related parties. In, this provision has been adopted by 124 companies, equal to 92% of the total sample (90% in 2002 and 63% in 2001). Good periodic disclosure of information to the board forms the basis for a sound and efficient management of listed companies, but it is equally important that, for the board meetings, directors receive, reasonably in advance, the documentation and information necessary to enable them to express themselves in an informed way. In, 122 companies show as having complied with this recommendation, representing 90% of the total (84% in 2002 and 48% in 2001). 4

7 Chart 3: Periodic information to the board of directors, per cent Chart 4: Information to board of directors members prior to the meetings, per cent % 90% 92% 84% 63% 48% Source: Borsa Italiana analysis on Corporate Governance Reports Total number of companies analysed Lastly, according to the Code's provisions, the board of directors, in order to be able to perform its role of leadership, should meet regularly and be organised in such a way as to ensure an effective and efficient execution of its functions. During the past year, the Boards of Directors of Italian companies met on average 9 times 5 ; in 59 companies (+ 4% compared to 2002) they met more than 9 times. There was a sharp drop (-11% with respect to 2002) in the number of companies that did not give any information regarding the number of meetings held or where the board was convened with the minimum frequency required by law, namely 4 times in the course of the year. Chart 5: Frequency of board of directors meetings, per cent Total number of companies analysed Up to 4 meetings 4 to 9 meetings 42% 40% 49% 44% Over 9 meetings 18% 7% 2002 Source: Borsa Italiana analysis on Corporate Governance Reports (5) Median value 5

8 1.2. Composition of the board of directors (articles 2 and 3) According to the recommendations of the Code of Conduct, the board of directors should comprise executive and non-executive directors. The non-executive directors should, for their number and authority, carry significant weight in the board s decisionmaking process; in order to ensure the protection of the minority shareholders, it is also recommended that an appropriate number of non-executive directors be independent. Independent directors are defined as those who: - do not entertain, directly, indirectly or on behalf of third parties, nor have they recently entertained, with the company, its subsidiaries, the executive directors or the shareholder or group of shareholders who control the company, business relationships of a significance able to influence their autonomous judgment; - do not own, directly or indirectly, or on behalf of third parties, a quantity of shares enabling them to control or notably influence the company or participate in shareholders' agreements to control the company. - are not close family of executive directors of the company or persons who are in the situations referred to in the above paragraphs. It is important to mention that STAR and Nuovo Mercato companies are bound to more stringent requirements regarding the independent directors. The source of these requirements are Borsa Italiana rules, which are compulsory for the listing of such companies. All the companies examined have a board of directors made up of executive, nonexecutive and independent directors 6. In, the boards of directors comprise on average 11 members: 3 executive and 8 non-executive directors, including 5 independent directors (equal to 45% of the total). This reassuring result has remained stable for the past 3 years. Chart 6: Composition of the board of directors, per cent Average = 11 BoD members 3 Executive Average = 8 BoD non executive members 3 Non-executive, non-independent 8 Non-executive 5 Non-executive, independent Source: Borsa Italiana analysis on Corporate Governance Reports (6) Some companies have a board of directors made up entirely of non-executive directors, with no individual powers, part of whom belong to the executive committee. 6

9 2. Appointment of directors and auditors 7 to the boards and remuneration of directors (articles 7, 8 and 14); 2.1. Appointment of directors and auditors (articles 7 and 14) The Code of Conduct provides for the appointment of directors and auditors to take place in accordance with a transparent procedure. It is in the interest of the shareholders to know in advance the candidates personal and professional characteristics, so as to enable an informed exercise of voting rights. Therefore it is requested that proposed nominees, accompanied by each candidate's curriculum vitae, be deposited at the company's registered office at least ten days before the shareholders' meeting, or at the time of depositing the candidates lists 8 for companies that have chosen this method of voting. The analysis shows that 73 companies (representing 54% of the sample) comply with this provision regarding both the directors and the auditors, 32 companies (equal to 24%) follow the recommendation only regarding the directors and 16 companies (equal to 12%) apply it only regarding the auditors. In aggregate terms, compared to 2002 there has been a rise of 8% in the number of companies complying with this provision. Chart 7: Deposit of directors' and/or auditors' CVs prior to the shareholders' meeting, per cent % % Total number of companies analysed 2002 Source: Borsa Italiana analysis on Corporate Governance Reports (7) Members of the Board of Auditors (Collegio Sindacale) (8) The list vote is a system designed to guarantee the appointment of one or more directors presented by the minority shareholders 7

10 The Code envisages the possibility for the companies to set up a committee to propose candidates for the office of director, especially in cases where the board sees that it is difficult for shareholders to propose candidates. Only 14 companies (equal to 10%) have considered it appropriate to set up such a committee, which is composed of mainly non-executive directors in 86% of cases (12 companies out of 14). The situation has not changed with respect to However, there has been a slight increase compared to Remuneration of directors (article 8) The Code of Conduct recommends a remuneration committee be set up, comprising mainly non-executive directors, with the task of formulating proposals for the remuneration of managing directors and directors appointed to special offices. In, committees have been set up by 110 companies (equal to 81%) and in 95% of cases these committees have mostly been formed of non-executive directors, guaranteeing the body's impartiality. This figure has not changed with respect to 2002 and is up by 9% compared to In order to bring the interests of the managing directors into line with those of the shareholders, it is also recommended that the systems of remuneration be at least partially variable and linked to economic targets. This provision was adhered to by 106 companies, representing 79% of the total (64% in 2002 and 43% in 2001). Chart 8: Establishment of the remuneration committees, per cent Chart 9: Variable remuneration for managing directors, per cent % 81% 81% 64% 79% 43% Source: Borsa Italiana analysis on Corporate Governance Reports Total number of companies analysed 8

11 3. Internal control (articles 9 and 10) Since an efficient internal control system is a key element of good management, the Code of Conduct recommends its adoption. In particular, the Code recommends that the companies set up an internal control committee, to be responsible for analysing problems and dealing with relevant formalities for the control of company activities. In order to be able to carry out its functions autonomously and independently, the committee should be made up exclusively of nonexecutive directors, the majority of whom should be independent (requisite introduced with the Code's 2002 revision). The data compiled show that 133 companies (99%) have adopted an internal control system, appointing in 83% of cases an internal control manager who is hierarchically independent with respect to the heads of operational areas; of these, 119 have set up an internal control committee (116 in 2002 and 87 in 2001). In 82% of cases the internal control committee is made up entirely of non-executive directors, and these are almost always independent. Chart 10: Establishment of the internal control committee, per cent Total number of companies analysed 73% 85% 88% Source: Borsa Italiana analysis on Corporate Governance Reports 9

12 4. Handling of price sensitive information and relations with shareholders (articles 6 and 13) 4.1. Handling of price sensitive information (article 6) The internal management and external circulation of documents and information regarding the company, with special reference to price-sensitive information, must take place in accordance with an internal procedure approved by the board of directors. This procedure is intended to avoid the possibility of selective, incomplete, inadequate or delayed disclosure of company information. 121 companies, representing 90% of the sample (81% in 2002 and 58% in 2001) complied with this provision, by setting up a special internal procedure. In the procedure for handling confidential information, some companies took into account the indications set out in the "Guideline for Communicating Information to the Market", drawn up in June 2002 with the objective of defining principles for improving the disclosure of information by listed companies 9. In the light of the new regulation on Internal Dealing, which sets out disclosure obligations relating to buying and selling transactions carried out on the company's financial instruments by top management and other relevant persons, the Code recommends that the procedure should also cover the communications concerning the aforesaid transactions. According with Borsa Italiana rules, relevant individual are obliged: to communicate quarterly to the market all transactions that have a cumulated value of 50,000 to communicate promptly to the market all transactions whose cumulated value exceeds 250, Since now 49 companies, representing 36% of the total sample, have adopted more stringent rules than those required by Borsa Italiana bringing the treshold for quarterly communications on avarage to 30,000 and the treshold for prompt communication on avarage to 120,000. (9) The "Guideline for Communicating Information to the Market" was prepared by the Forum on Corporate Disclosure of Information, with the participation of the following organisations: Ricerche per l economia e la finanza s.r.l., Assonime, Borsa Italiana, Assogestioni and Aiaf. The guideline is available on the Borsa Italiana website: (10) Internal dealing rules have come into force in January 10

13 Chart 11: Adoption of internal procedure for the dissemination of price-sensitive information, per cent Total number of companies analysed 81% 90% 58% Source: Borsa Italiana analysis on Corporate Governance Reports 4.2. Relations with investors (articles 12 and 13) One of the core objectives of the Code of Conduct is to promote a more in-depth knowledge of the company on the part of the shareholders. This objective can be achieved either by maintaining a continuous dialogue with shareholders generally, and especially with Institutional Investors, or through the efficient organisation of shareholders' meetings. As regards the former aspect, all the companies have set up an internal structure dedicated to investor relations, in many cases creating a special section on their website. As regards the organisation of the shareholders' meetings, 86 companies (equal to 64%) have approved a set of shareholder rules that guarantee the orderly and functional running of the meetings and the right of each shareholder to take the floor on the subjects for debate. The remaining companies, whilst they have not adopted a specific set of rules, nevertheless consider that the provisions contained in their respective by-laws are sufficient to guarantee the orderly and efficient organisation of the shareholders' meetings. Both parameters (existence of an investor relator and adoption of a set of rules for shareholders' meetings) indicated an upward trend over time, showing however a notable difference between 2001 and 2002 and near stability between 2002 and. 11

14 Chart 12: Adoption of the set of rules for shareholders' meetings, per cent Total number of companies analysed 60% 64% 38% Source: Borsa Italiana analysis on Corporate Governance Reports Conclusion The high level of adoption of the Code of Conduct and the enhanced adherence of companies to its provisions show a growing attention on the part of Italian listed companies to corporate governance, which is no longer perceived as a burden but as a useful mean of attracting new investors and enhancing the loyalty of those already existing. From the analysis carried out it is also clear that the companies now operate more transparent and complete systems of corporate governance, thanks largely to the "Guideline" for the preparation of the corporate governance annual report. Borsa Italiana is aware of the difficulties and the economic and organisational effort required of companies, burdensome above all for the smaller issuers characterising the Italian market, and does not underestimate the amount of time necessary to develop and disseminate a profound culture of good corporate governance. However, since it is now clear that Institutional Investors are more favourably disposed towards the companies characterised by correct and transparent management practices, Borsa Italiana continues in its commitment to promoting the improved governance of the companies listed in its markets. 12

15 Annexes - Results by market/segment - Sample composition

16 Table Sample of companies analysed by market/segment* Segments/Markets Total number Market cap represented Market cap represented of companies by the sample by the sample analysed (Euro billion)* (per cent of total market cap)* MERCATO TELEMATICO AZIONARIO (MTA) ,1% MIB ,3% MIDEX ,0% STAR ,8% NUOVO MERCATO ,3% TOTAL SAMPLE ,4% TOTAL MARKET (MTA+NM) ,0% *30/4/ Table Companies in which the board directors (BoD) meets: Segments/Markets Up to 4 5 to 9 More then 9 time a year time a year times a year MIB 30 0% 34% 66% MIDEX 4% 48% 48% STAR 0% 59% 41% NUOVO MERCATO 21% 50% 29% TOTAL SAMPLE 7% 49% 44% Table Companies that reserve to the BoD exclusive competence in matter of: Segments/Markets Strategic plans Significant transactions and/or with related parties MIB 30 93% 97% MIDEX 96% 96% STAR 97% 92% NUOVO MERCATO 76% 81% TOTAL SAMPLE 90% 90% Table Companies that give information about the powers delegated to BoD members Segments/Markets Information about the power delegated MIB % MIDEX 92% STAR 95% NUOVO MERCATO 98% TOTAL SAMPLE 96% 14

17 Table Composition of the BoD Segments/Markets Executive Non-executive Of which Average number directors directors independent of members (Total) directors of the BoD MIB 30 15% 85% 51% 15 MIDEX 18% 83% 59% 13 STAR 37% 63% 36% 9 NUOVO MERCATO 40% 60% 33% 7 TOTAL SAMPLE 24% 76% 47% 11 Table Companies in which the chairman provides BoD members with adequate information reasonably in advance of the date of the meetings Segments/Markets Information to the directors MIB 30 97% MIDEX 96% STAR 90% NUOVO MERCATO 83% TOTAL SAMPLE 90% Table Companies where the chairman is provided with delegated powers Segments/Markets Chairman with delegated powers MIB 30 52% MIDEX 52% STAR 72% NUOVO MERCATO 83% TOTAL SAMPLE 67% Table 4 - Companies whose executive committee and/or directors periodically report to the BoD on the activies performed Segments/Markets Information to the BoD on the activities performed MIB % MIDEX 100% STAR 90% NUOVO MERCATO 83% TOTAL SAMPLE 92% 15

18 Table 5 - Companies that adopt internal procedures in order to handle confidential information Segments/Markets Procedures for the handling of confidential information MIB 30 86% MIDEX 100% STAR 87% NUOVO MERCATO 88% TOTAL SAMPLE 90% Table Companies that deposit the CV* of the candidates before the shareholders meeting Segments/Markets Deposit of detailed information on the candidates MIB 30 66% MIDEX 76% STAR 87% NUOVO MERCATO 69% TOTAL SAMPLE 75% * Curriculum vitae containing detailed information on the personal traits and professional qualifications Table Companies that have established the committee for the appointment of directors Segments/Markets Number of companies that Companies that have established have established the committee the committee for the for appointment of directors appointment of directors (per cent on total sample) MIB % MIDEX 2 8% STAR 4 10% NUOVO MERCATO 5 12% TOTAL SAMPLE 14 10% Table Companies that have a majority of non-executive directors in the committee for the appointment of directors Segments/Markets Majority of non-executive directors MIB % MIDEX 50% STAR 100% NUOVO MERCATO 80% TOTAL SAMPLE 86% 16

19 Table Average composition of the committee for the appointment of directors Segments/Markets Executive Non-executive Of which Average number directors directors non-executive of members independent of the committee directors MIB 30 30% 70% 45% 5 MIDEX 33% 67% 67% 3 STAR 18% 82% 73% 3 NUOVO MERCATO 29% 71% 64% 3 TOTAL SAMPLE 28% 72% 59% 3 Table Companies that have established a remuneration committee of BoD members and executives Segments/Markets Companies that have established the remuneration committee MIB % MIDEX 72% STAR 74% NUOVO MERCATO 81% TOTAL SAMPLE 81% Table Companies that have a majority of non-executive directors in the remuneration committee of BoD members and executives Segments/Markets Number of companies Majority that have established the of non-executive remuneration committee directors MIB % MIDEX 18 89% STAR 2997% NUOVO MERCATO 34 97% TOTAL SAMPLE % Table Average composition of the remuneration committee of BoD members and executives Segments/Markets Executive Non-executive Of which Average number directors directors non-executive of members indipendent of the committee directors MIB 30 12% 88% 56% 4 MIDEX 16% 84% 64% 3 STAR 16% 84% 55% 3 NUOVO MERCATO 17% 83% 57% 3 TOTAL SAMPLE 15% 85% 58% 3 17

20 Table Companies that have adopted stock option or equity based remuneration plans for executives and/or members of the BoD Segments/Markets Stock option or equity based remuneration for executives and/or members of the BoD MIB 30 86% MIDEX 64% STAR 100% NUOVO MERCATO 67% TOTAL SAMPLE 80% Table Companies that have adopted an internal control system (internal audit function) Segments/Markets Internal control system MIB % MIDEX 100% STAR 100% NUOVO MERCATO 95% TOTAL SAMPLE 99% Table Companies that have appointed an internal control officer Segments/Markets Internal control officer MIB 30 93% MIDEX 88% STAR 77% NUOVO MERCATO 74% TOTAL SAMPLE 81% Table Companies that have established an internal control committee Segments/Markets Number of companies that Companies that have have established an internal established an internal control committee control committee (% of total) MIB % MIDEX 22 88% STAR 33 85% NUOVO MERCATO 38 90% TOTAL SAMPLE 11988% 18

21 Table Companies that have a majority of independent directors in the internal control committee Segments/Markets Internal control committee Internal control committee exclusively constituted with a majority by non-executive directors of independent directors MIB 30 81% 81% MIDEX 91% 86% STAR 94% 79% NUOVO MERCATO 68% 76% TOTAL SAMPLE 82% 80% Table Average composition of the internal control committee Segments/Markets Executive Non-executive Of which Average number directors directors non-executive of members indipendent directors MIB 30 7% 93% 76% 3 MIDEX 3% 97% 85% 3 STAR 2% 98% 77% 3 NUOVO MERCATO 14% 86% 68% 3 TOTAL SAMPLE 6% 94% 77% 3 Table 9 - Companies that appoint an Investor Relation Manager/Structure for the relations with institutional investors and other shareholders Segments/Markets Investor Relator Manager/Structure responsible for the relations with institutional investors and other shareholders MIB % MIDEX 100% STAR 100% NUOVO MERCATO 100% TOTAL SAMPLE 100% Table 10 - Companies that adopt a set of rules to regulate shareholders' meetings Segments/Markets Adoption of a shareholders' meeting regulations MIB 30 72% MIDEX 64% STAR 62% NUOVO MERCATO 60% TOTAL SAMPLE 64% 19

22 Table 11 - Companies that deposit the CV* of the candidates for the position of auditor before the shareholders' meeting Segments/Markets Deposit of detailed information on the candidates MIB 30 76% MIDEX 72% STAR 67% NUOVO MERCATO 50% TOTAL SAMPLE 64% * Curriculum vitae detailed information on the personal traits and professional qualifications 20

23 Sample Composition MIB 30 ALLEANZA ASSICURAZIONI ASSICURAZIONI GENERALI AUTOSTRADE BANCA ANTONVENETA BANCA FIDEURAM BANCA INTESA BANCA MONTE DEI PASCHI DI SIENA BANCA NAZIONALE DEL LAVORO BANCA POPOLARE DI BERGAMO - CREDITO VARESINO BANCO POPOLARE DI VERONA E NOVARA CAPITALIA ENEL ENI FIAT FINMECCANICA MEDIASET MEDIOBANCA MEDIOLANUM OLIVETTI PARMALAT PIRELLI RAS SAIPEM SAN PAOLO - IMI SEAT PAGINE GIALLE SNAM RETE GAS TELECOM ITALIA TELECOM ITALIA MOBILE UNICREDITO ITALIANO MIDEX ACEA AEM ALITALIA ARNOLDO MONDADORI EDITORE AUTOGRILL BANCA POPOLARE COMMERCIO E INDUSTRIA BANCA POPOLARE DI CREMONA BANCA POPOLARE DI LODI 21

24 BANCA POPOLARE DI MILANO BENETTON GROUP BENI STABILI BULGARI BUZZI UNICEM CREDITO EMILIANO DAVIDE CAMPARI - MILANO FINECOGROUP FONDIARIA -SAI GRUPPO EDITORIALE L'ESPRESSO ITALCEMENTI LOTTOMATICA MERLONI ELETTRODOMESTICI MILANO ASSICURAZIONI RECORDATI TOD'S UNIPOL STAR AEDES AMGA ASTALDI BANCA POPOLARE DELL'ETRURIA E DEL LAZIO BANCA POPOLARE DI INTRA BIESSE BREMBO CEMBRE CEMENTIR CENTRALE DEL LATTE DI TORINO CREMONINI CSP INTERNATIONAL DUCATI MOTOR HOLDING EMAK ERG GEFRAN GIACOMELLI SPORT GRANITIFIANDRE IMA INTERPUMP GROUP IRCE JOLLY HOTELS JUVENTUS FOOTBALL CLUB LA DORIA 22

25 MANULI RUBBER INDUSTRIES MARIELLA BURANI MELIORBANCA MIRATO NAVIGAZIONE MONTANARI NEGRI BOSSI RENO DE MEDICI RICHARD-GINORI 1735 SABAF SAECO SAES GETTERS STEFANEL TARGETTI SANKEY TERME DEMANIALI DI ACQUI VITTORIA ASSICURAZIONI NUOVO MERCATO ACOTEL GROUP ALGOL ART'E' CAD IT CAIRO COMMUNICATION CARDNET GROUP CDB WEB TECH CDC CHL CTO DADA DATA SERVICE DATALOGIC DATAMAT DIGITAL BROS DMAIL GROUP E.BISCOM EL.EN. ENGINEERING E.PLANET ESPRINET EUPHON FIDIA FINMATICA GANDALF 23

26 I.NET INFERENTIA DNM IT WAY MONDO TV NOVUSPHARMA NTS NETWORK SYSTEMS OPENGATE GROUP POLIGRAFICA SAN FAUSTINO PRIMA INDUSTRIE REPLY TAS TC SISTEMA TECNODIFFUSIONE TISCALI TXT E-SOLUTIONS VITAMINIC 24

27 June Borsa Italiana S.p.A. All rights reserved. No part of this book may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying, recording, or any information storage or retrieve system without prior permission from the copyright owners. This document has not to be considered complete and it is meant for information and personal purposes only. Borsa Italiana accepts no liability, raising, without limitation to the generality of the forgoing, from inaccuracies and/or mistakes, for decisions and/or actions taken by any party based on this document. Trademarks Borsa Italiana, MIB30, MIBTEL, Midex, Nuovo Mercato, NUMEX, NUMTEL, NUMTES, STAR, MIBSTAR, IDEM, MiniFIB, MCW Mercato dei Covered Warrant, EuroMOT, MTF, BIt Club, ITEX, Academy e Borsam@t are owned by Borsa Italiana S.p.A. The above trademarks and all the other trademarks of Gruppo Borsa Italiana cannot be used without the previous written approval of the Company of Gruppo Borsa Italiana having the ownership of the same.

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