Separate voting by item under the new Law 31/2014, which amends the Companies’ Act with the aim of strengthening the corporate governance
Article 197 bis is a completely new addition to the Companies Law by the 2014 reform and introduces separate voting by item. It is aimed at making sure that the shareholders can state their wishes separately and, therefore, cast their vote in a differentiated way on items that are “materially different” such as: a) the appointment, ratification, re-election and removal of each director; b) bylaw amendments; and c) the items thus envisaged in the articles of association. This is implemented with the intention to avoid holding one vote for a number of diverse agreements, each of which the shareholders may have intended to vote on differently and potentially oppose. By imposing individual votes for each item, the final consensus will be more representative of the shareholders wishes and not distorted as a result of mass voting.
Furthermore, the legislator stipulates separate voting on the following issues that are, in practice, usually presented as a group of issues to be addressed by the agenda of the General Meeting:
- In relation to the Management body: those agreements relating to the appointment, ratification, reappointment and removal of each of the members of the board shall be voted on and approved separately.
- In relation to statutory changes, the modification of (i) an article or; (ii) a group of articles will be agreed separately given that they are independent of each other.