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A Primer on Corporate Governance by Alessandro Zattoni, Andrea Melis

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CHAPTER 7

Directors and Senior Managers in the Italian Listed Companies

Board Selection Processes and CEO Turnover

In Italy shareholders vote on the appointment of the entire board of directors during the shareholder general meeting. This director election practice is different from some other countries, such as the United States, where shareholders usually cast a vote on the appointment of each director, not the entire board. Board members are generally appointed for a three-year term and can be removed by the shareholders’ meeting in any moment. Directors can be re-elected several times and typically there is no mandatory retirement age.

Board elections in Italian listed companies have historically been regulated by a “winner-takes-all” voting ...

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