ESG Corporate Disclosure in Italy: Insights from the Italian Securities and Exchange Commission

The integration of environmental, social and governance (ESG) factors into corporate strategy is a key factor in the ongoing transformation of European capital markets.

In March 2025, CONSOB, the Italian Securities and Exchange Commission, published a study entitled “The Integration of ESG Factors into Corporate Strategy: An Analysis of Corporate Disclosure. Preliminary Insights.” It offers a valuable analysis of how a sample of Italian companies disclose ESG objectives in their corporate reporting¹.

The study aims to assess how much ESG policies and objectives are integrated into corporate planning and the depth of the information provided. It considers a sample of 52 issuers (of which 41 listed at the end of 2021 and 38 at the end of 2022) that between 2020 and 2021 published a prospectus related to an offering and/or admission to trading of financial instruments. Of the 52 issuers, 32 operate in the industrial sector, and 20 in the financial sector. The majority of the issuers (approximately 73%) are listed on Euronext Milan, the main stock exchange organized and managed by Borsa Italiana S.p.A.

Besides the securities prospectuses, the analysis considered annual financial reports; non-financial statements (NFS); industrial plans communicated to the public through issuers’ institutional websites and/or press releases.

While the documentation analyzed reflects the regulatory framework in force during the 2020–2022 period, which is currently evolving in the EU in light of the EU Omnibus I package reform², the study appears to be highly relevant as it provides a concrete measure of the scope and depth of ESG objective disclosure by the companies analyzed.

The analysis shows that:

• in the published prospectuses, most issuers provided information on ESG factors within their corporate strategies and industrial plans, with particular focus on climate risk;
• in the non-financial statements, only a minority of the companies reported information on the ESG objectives included in their industrial plans, although this figure is growing;
• in the annual financial reports, there has been a progressive increase in ESG disclosure, although it's mainly qualitative in nature;
• in the documentation related to industrial plans, the number of companies providing information on ESG objectives within their plans remains limited, with disclosure mainly of a qualitative and quantitative nature.

The analysis conducted on the prospectuses published by the sample of issuers during the reference period revealed a progressive increase in the disclosure of ESG factors, including related risks (particularly climate risk) as part of strategic planning. A more limited number of issuers provided information on ESG objectives linked specifically to industrial plans, primarily from the financial sector. The disclosures are presented only (or predominantly) in qualitative terms.

Nearly all prospectuses between 2020 and 2022 included descriptions of risks related to at least one category of environmental, social, and/or governance factors – approximately 31% in 2020, 54% in 2021, and 19% in 2022.

Focusing on environmental risk factors, disclosure was most frequent in 2021 (reported in 9 cases in 2020, 21 in 2021, and 9 in 2022). These disclosures appeared both individually and in combination with other types of risks (social and governance).

As for social risk factors, they were never disclosed on their own, but only in conjunction with environmental and/or governance risks. Overall, they appeared less frequently in the prospectuses.

Finally, governance risks were disclosed either individually or alongside other risk categories in 16, 19, and 3 cases in 2020, 2021, and 2022 respectively.

The environmental risks most frequently reported in the prospectuses are:

• Risks related to non-compliance with or violation of existing environmental regulations, which may lead the issuer to incur unexpected costs (such as for remediation linked to the discovery of hazardous substances on owned land and/or buildings) and/or be liable for environmental and social damages in court due to accidental breaches of legal pollution thresholds linked to their operations (these types of risks are primarily reported by issuers in the industrial sector).
• Climate risk, subdivided into physical risk: associated with potential damage to business activities caused by extreme weather events (eg floods, droughts) and transition risk related to potential losses due to economic pressures or regulatory obligations to convert operations to less carbon-intensive activities.

Regarding social risks, the prospectuses mainly highlight risks tied to insufficient protection of health and safety in the workplace, as well as, in some cases, non-compliance with gender equality standards. More generally, risks also include failure to prevent discrimination and to uphold human rights, including along the supply chain.

As for governance, the main risk factors identified concern reliance on key personnel, potential conflicts of interest among board members, transactions with related parties, non-compliance of the internal organizational model with the requirements of Italian Legislative Decree 231/2001, and internal control weaknesses.

The analysis also has important implications for the insurance sector across various areas, including risk assessment, underwriting and product development.

The increasing integration of ESG factors – especially climate-related risks – into corporate strategies and disclosures allows insurers to gain greater insight into the risk profiles of their corporate clients. And it reinforces the strategic importance of incorporating ESG indicators into risk models, engaging with clients on sustainability planning, and developing solutions that support the transition to more resilient and sustainable business models.

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¹The study is available at: Comunicato stampa del 24 marzo 2025 - CONSOB.
² See Commission simplifies rules on sustainability and EU investments, delivering over €6 billion in administrative relief - European Commission.