Back to Global Corporate Governance Trends for 2026
Italian boards enter 2026 amid significant legal and structural reform. The Legge Capitali, a comprehensive effort to modernize the financial ecosystem and remove barriers to investment, is reshaping how boards approach shareholder engagement and director nomination processes. The practice of board-sponsored slates, already embedded in Italian corporate culture, has now become more complex under new legal requirements designed to encourage transparency and minority participation.
Looking ahead, the forthcoming Consolidated Law on Finance reform, expected in 2026, is anticipated to raise the mandatory takeover threshold to 30% from 25%. This regulatory trigger forces an investor that crosses it to make an offer for all remaining shares to protect minority shareholders. The increase could reduce market contestability while enhancing board stability in listed companies. Experts predict these changes will prompt a deeper reflection on board composition and accountability, with directors needing to navigate increasingly intricate compliance frameworks.
At the same time, there is a growing debate about Italy’s self-regulation code, which has not been substantially updated in five years. Many directors view its revision as an urgent priority to align with the country’s evolving governance ecosystem. Similarly, while respecting the distinct roles of management and the board, the boundaries between these roles are expected to evolve, as directors seek greater proximity to operations and direct exposure to clients and talent dynamics.
After years of rapid expansion, ESG topics are undergoing a recalibration. Governance experts reveal a discernible cooling of enthusiasm at the board level, particularly on environmental and social dimensions. Many directors say ESG is shifting from a pervasive priority to a more selective, pragmatic one focused on material issues with measurable business impact.
Some see regulatory drivers such as the Corporate Sustainability Reporting Directive (CSRD) as excessively prescriptive, prompting some boards to moderate their sustainability efforts to avoid bureaucratic overload. Other companies are reconsidering the need for a dedicated ESG committee, opting instead to integrate sustainability oversight into the scope of the full board or the risk committee. Nevertheless, this does not signal a retreat from sustainability. Instead, ESG is maturing into a more disciplined component of corporate strategy. The boardroom conversation is expected to evolve from “What must we report?” to “What truly matters for value creation?”
Across all sectors, Italian boards are grappling with the acceleration of digital transformation. The challenge is no longer whether to engage with AI and digital tools but how to do so responsibly, securely, and strategically. Board members repeatedly highlight a gap in digital literacy and AI understanding. Many boards still “underestimate AI’s governance implications,” one director observed. For 2026, digital competence will become a baseline expectation for board readiness. Boards are beginning to invest in digital upskilling programs and to integrate members with strong technological expertise, especially in cybersecurity, data management and AI ethics.
Cybersecurity is emerging as a top-tier priority, with breaches increasingly viewed as a strategic threat to reputation, trust and business continuity. Experts anticipate that Italian boards will need to dedicate more time and specialized resources to monitoring technological risk, ensuring data protection and managing potential incidents. The best-prepared boards will establish clear AI governance frameworks addressing transparency, privacy and ethical use while finding the sweet spot between executive enthusiasm and responsible deployment.
The 2026 Italian boardroom will likely be leaner, more technical and more connected to management. Multiple experts foresee a gradual reduction in board size to improve agility and decision-making speed. Though gender diversity remains relevant, with women holding over 40% of board seats, the focus is expected to turn toward inclusive leadership development and equity in executive roles. The shift in board composition is also expected to favor members with sector-specific and managerial experience over traditional profiles such as legal or academic. Boards are increasingly prioritizing directors who can connect dots across business units, effectively challenge management’s assumptions and credibly anticipate market disruptions. Another recurring theme is the need for boards to strengthen their transformation literacy. They’re expected to invest more time identifying future leaders capable of operating in a volatile, tech-driven environment.
Italian directors are acutely aware that the geopolitical environment is becoming less predictable and more fragmented. The increasing localization of regulation, coupled with the erosion of global coordination mechanisms, is reshaping the way boards think about risk. Moreover, Italian boards recognize that macroeconomic turbulence, political influence in state-controlled enterprises and the reconfiguration of supply chains all demand sharper foresight and scenario planning. Leading boards will cultivate stronger relationships with external experts and consultants to inform decision-making and improve preparedness for unexpected shocks. Directors foresee a move away from the traditional defensive risk posture toward one emphasizing strategic resilience—seeing disruption as opportunity.
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