Rémunération des administrateurs dans le cadre de la Directive sur les Droits des actionnaires : les pistes de réflexion à la lumière des expériences française et italienne

Following a vibrant and thorough reform process, Directive (EU) 2017/828 to promote long-term shareholder engagement (Shareholder Rights Directive II, hereinafter also SHRD II) aims to address some of—but not only—the dynamics of listed companies. This objective provides interesting food for thought for nonlisted companies, which will hopefully be inspired by the solutions adopted in this framework. In particular, certain elements that characterise the new European context are of the utmost significance, such as (i) a set of instruments to ensure a full in-depth and informed involvement of shareholders in the company’s life and, more broadly, (ii) an increase in the degree of shareholders’ control—although indirect, to be exercised through remuneration—over the directors. The purpose of this article is to carry out an assessment—underpinned by a comparative view at the EU level, and especially in Italy—of shareholders’ interests in the context of listed companies, with an emphasis on directors’ compensation, in the light of Italian experience (in particular on the impact of a consultative voting on compensation in a concentrated ownership scenario).