Despite well-established evidence linking good governance to stronger results, Italian companies move in this direction only when forced by situations of extreme stress. This is the key finding emerging from the Osservatorio Imprese 2025 (Business Observatory 2025) of the Corporate Governance Lab at SDA Bocconi, supported by Banca Generali and with PwC Italia as Technical-Scientific Partner of the Corporate Governance Lab.
The Observatory systematically analyzes the governance, ownership, and group structures of Italian companies with revenues above €50 million. The scope, therefore, encompasses both listed and unlisted firms, as well as family-owned and non-family-owned entities (including those under state, coalition, or financial control). The aim is to monitor the evolution of ownership and governance arrangements and assess their impact on economic performance, innovation capacity, internationalization, and growth processes.
Between 2022 and 2024, the number of companies within the scope increased from 7,749 to 9,152, but this growth is largely due to inflation, which pushed many medium-sized family firms just above the nominal threshold of €50 million in revenues without any real leap in scale.
The shift from a Sole Director to a Board of Directors—one of the key indicators of good governance—occurs more out of necessity than strategic foresight. The likelihood of adopting a board rises significantly with the average age of shareholders, indicating that change is often triggered by forced generational turnover or by a need to reorganize leadership. A deterioration in economic performance is another catalyst: a negative EBITDA increases the probability of establishing a board, confirming that Italian companies strengthen governance structures as an emergency measure rather than a tool for prevention or growth.
The Corporate Governance Index (CG Index), developed by the Lab, measures the robustness of governance structures across five parameters:
- presence of a Board of Directors,
- individual leadership,
- outside directors,
- separation between Chair and CEO,
- diversity (in gender, age, and background).
Data show a clear correlation between good governance and performance: each additional point in the index is associated with an increase in ROA and ROE, a higher likelihood of M&A activity, greater propensity to register patents—including “green” ones—and a higher incidence of foreign direct investment.
The Observatory also highlights the ageing profile of newly appointed board members. In 2024, more than 40% of new entrants to boards fell within the 50–59 age group, while only a marginal share was under 50. Moreover, around 15% of new directors were over 70. This indicates a slowdown in generational renewal: leadership teams are being refreshed, but remain dominated by experienced, established figures, leaving limited room for younger profiles.
On gender diversity, the Observatory records progress—slow and uneven, but visible. Women in leadership roles (CEOs or executive chairs) now represent around 22% of the total, a slight increase compared with the past but still far from parity. Moreover, in 70% of cases, these leaders operate within mixed leadership teams, working alongside a male CEO, while only one in three leads the company independently. This figure is also slowly rising, but its absolute level shows that full female decision-making autonomy at the top of Italian companies remains a goal not yet achieved.
