In an economic climate where sustainability is increasingly prioritised, the three pillars of the ESG approach are undergoing a transformative shift: from mere compliance issues to key drivers of competitiveness and corporate credibility. Similarly, corporate governance is no longer viewed simply as a set of rules regulating the relationship between management, shareholders and supervisory bodies; rather, it is becoming a central element in building long-term success. 

Aspects such as transparency in decision-making, the quality of control systems and the accountability of corporate bodies are having an increasing impact on investor confidence and access to capital: many ESG ratings are placing greater weight on governance indicators, which enable the assessment of a company’s ability to create value over the long term. 

Corporate governance in 2025 

In recent years, several countries have strengthened their regulatory frameworks to promote more effective and resilient governance, as highlighted in the OECD Corporate Governance Factbook 2025, which analyses tens of thousands of listed companies worldwide. Among the most evident trends is the growing role of institutional investors, who now hold close to half of global equity capital. The way shareholders participate in general meetings is also evolving, with the vast majority of jurisdictions now permitting fully virtual meetings. 

In terms of gender diversity, by 2024 the proportion of women on boards of directors had reached an average of 29%, compared with 22% in 2019. Their presence in top roles remains very limited, however: only 10% of large listed companies have a woman as their chairperson. 

Lastly, there is growing focus on the reliability of ESG data. While most jurisdictions have introduced reporting obligations or guidelines, a growing number are introducing requirements for independent assurance of non-financial information. 

Guidelines, standards and regulations 

To ensure comparability of governance practices, several reference frameworks have been developed over time. Among the most widely recognised are the G20/OECD Principles of Corporate Governance, an international benchmark for guidelines, while Global Reporting Initiative (GRI) Standards provide concrete and measurable indicators for sustainability reporting. 

At the regulatory level, a key development is the introduction in Europe of the Corporate Sustainability Reporting Directive (CSRD), which expands sustainability reporting obligations and requires companies to provide detailed information on their governance structure and decision-making processes relating to ESG aspects, despite revisions to the legislative process that have reduced the number of companies affected and postponed the entry into force of certain obligations. 

Focus: Italian listed companies 

In Italy, a distinctive feature of the market remains the high level of ownership concentration, with the largest shareholder holding on average around 48% of the share capital of listed companies, as shown in the CONSOB 2024 Report. In terms of board composition, the presence of independent directors is growing (53%), while women occupy 43% of board positions, exceeding the minimum quota set by Law 160/2019, albeit still remaining in the minority in the roles of chair or chief executive. 

From an organisational perspective, the traditional model of administration and control remains prevalent, with a gradual spread of the one-tier model, particularly among listed SMEs. Committees dedicated to sustainability are becoming increasingly common, present in 68% of companies, up from 61% the previous year, and often equipped with specific expertise to support ESG strategies. Sustainability is also incorporated into remuneration policies: 87% of companies link part of management’s variable pay to ESG targets, although in many cases (67%) these indicators remain generic and difficult to measure. 

Measurement and use of governance data 

A key issue arising from these assessments is the measurement of governance, which must be based on a set of tangible and specific metrics (KPIs), not merely on abstract principles. Among the most widely used specific indicators are the independence of the board of directors; the importance of diversity and inclusion on the board; the frequency of meetings; the presence or absence of a separation between the roles of chief executive officer and chairperson; and the pay ratio, i.e., the ratio between the CEO’s remuneration and the average employee salary. 

“The objective is clear: to systematically analyse the structure of governance bodies, the transparency and clarity of responsibilities, risk management processes, the consistency of policies and the level of stakeholder engagement,” emphasises Emiliano Resta, Head of Digital Finance at TeamSystem, a tech & AI company specialising in digital solutions for business management for companies and professionals. 

In the measurement and use of this data, the integration of artificial intelligence is, and will become, ever more central. “In this context, AI-based algorithms and technologies represent a fundamental ally, as they enable the construction of a more comprehensive and objective view, even in the presence of challenges related to data quality and the complexity of interpreting the context. However, human analysis remains an indispensable factor, whether in the automation of risk analysis or in assessment and rating processes, to apply AI effectively, understand its organisational dynamics, and translate outputs and findings into informed operational decisions.” 

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