CAPITAL MARKETS | Consob gives green light to regulatory changes on List of Board Members

On 29 October 2025, Consob adopted Resolution No. 23725 introducing targeted amendments to Consob Regulation No. 11971/1999 (the Issuers’ Regulation) concerning the submission of lists by outgoing boards of directors, implementing Article 147-ter.1 of the Consolidated Financial Act as inserted by Article 12 of Law No. 21/2024 (the so-called Capital Markets Law).

The amendments focus in particular on (a) the requirement for a second vote on individual candidates where the list presented by the outgoing board receives the highest number of votes in the first round; (b) the allocation of board seats reserved for minority shareholders under Article 147-ter.1(3)(b) TUF, in order to ensure proper representation dynamics; and (c) the criteria for determining the total number of candidates that must be included in the board-submitted list.

The resolution also amends Annex 5 to the Issuers’ Regulation, refining the rules on proxy forms to align them with the new slate-submission framework.

Newsletter n. 113 – December 2025