La dichiarazione sulle informazioni non finanziarie: ruoli e responsabilità degli organi aziendali

The implementation of the mandatory disclose of non-financial information in the Italian legal system represents one of the major changes occurred in the recent years, not only in terms of corporate formalities, but also in terms of corporate governance, in its broadest sense. The present paper examines, following an overview of the contents of Italian Legislative Decree no. 254/16 with respect to the disclosure of non-financial information, as well as the implementing regulation of such decree by issued by Consob (on January 18, 2018, collectively the "Regulations"), the powers and tasks of: board of directors,  committees of the board, board of statutory auditors, auditing firm and shareholders' meeting, with reference to the process of issuing the (individual or consolidated) declaration on non-financial information (the "DNF"), having regard also to its legal effect as well as its potential impacts, including with respect to sanctions, in case of non-compliance and/or irregularities related to its drafting.After a general premise (chapter 1), chapter 2 provides a regulatory framework on financial information. Thereafter, the paper deals with: the subjective and objective scope of the DNF (chapter 3); its content (chapter 4), its drafting principles (chapter 5) as well as placement and issuing formalities (chapter 6).Chapter 7 is entirely dedicated to the roles of corporate bodies and auditing companies with regard to the DNF drafting and issuing formalities, with a focus on board endoconsiliary committees, also in terms of enhancing diligence and professionalism required of boards of directors.In addition, the paper deals with Consob supervisory powers on PIEs’ compliance with the Regulations (chapter 8).This article highlights how obligations related to the DNF are effectively fulfilled coherently with the rationale that inspired them - i.e. to declare PIEs approach and initiatives on issues relevant for the long-term sustainability of the company - companies, in addition to formally comply with the Regulations, should have adequate management and control bodies to deal professionally and diligently with the complex issues that are included in the DNF.Therefore, firstly it would be advisable for PIEs to acquire dedicated and specialized managerial resources, while at the same time taking further initiatives at board level apical level. In particular, reference is made to the possible inclusion in the internal regulations of companies of specialized skills on sustainability, among criteria on diversity, as well as to the possible provision of specific induction sessions in favor of directors and auditors, so that they can acquire the necessary cognitive tools for the purposes of the Regulation, as well as to better interpret issues related to the sustainability and diversity impact on the overall strategic structure adopted by the PIE.