Il ruolo dell'assemblea degli azionisti nello sviluppo delle politiche di sostenibilità: say on pay, say on climate

Public companies undoubtedly represent the main players in the transition towards sustainable capitalism through the definition of new green business models. Although the implementation of ESG factors strictly concerns corporate strategy, it does not appear certain that the board of directors can play an exclusive role in this context, as demonstrated by the considerable activism of shareholders on environmental issues at an international level, so much so that in various cases a vote on climate policies took place. Accordingly, the essay aims to investigate the role of the shareholders' meeting in this area, starting from the framework of the phenomenon in causal terms and then analyzing the evolution of this meeting, which is followed by the identification of a common backbone between say on pay and say on climate. The heart of this paper consists of an original and in-depth reconstructive analysis of the general theory of company law aimed at verifying the compatibility of the say on climate with respect to top principles and, then, at understanding whether it is permissible to introduce consultative or binding votes, both in relation to the legal model and by amendments to the company's articles of association, also verifying the existence of an advisory voting right of the shareholders. The article closes with the mapping of the risks that this practice entails, proposing possible solutions. In conclusion, precatory resolutions are important, because they allow for the recovery of significant meeting spaces and thus enhance the information and transparency function in compliance with equal disclosure.