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Can you sit on a board there?
Pick a market. You get the residency test, the nationality test, the work-authorisation position, the appointment steps in order, and the frictions that actually delay appointments — each cited to the instrument that creates it.
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Open to foreign directorsIT
No nationality or residency test applies to an Italian director. The route in that matters is procedural rather than legal: a place on a slate.
- Residency test
- None.
- Nationality test
- None.
- Work authorisation
- A non-executive director attending board meetings does not require a permit. Executive roles for non-EU nationals do, and are subject to the immigration decree quotas.
- Board language
- Board documentation and minutes are in Italian at the majority of issuers; slate filings are in Italian in every case.
- Tenure limit once appointed
- No hard statutory cap. The 2020 Corporate Governance Code treats service exceeding nine years in the previous twelve as a circumstance that compromises independence, requiring the board to assess and disclose.
- Time commitment
- Typically 8–12 board meetings a year plus committees; Italian boards meet more often than the European average.
- What a seat pays
- €50,000 – €120,000 a year for a non-executive director of an FTSE MIB company, before committee fees; mid-caps sit well below that.
- Tax on your fees
- Directors' fees from an Italian company are Italian-source income with withholding for non-residents; treaty relief and social-security treatment both warrant advice.
The appointment steps, in order
- 1Placement on a slate — either the controlling shareholders' list, or a minority list, most commonly the institutional-investor slate coordinated through Assogestioni
- 2Election by the general meeting on the slate vote
- 3Filing of the appointment with the Registro delle Imprese
- 4Confirmation of independence against the TUF and Code criteria, and of eligibility under the interlocking-directorate prohibition in the financial sector
What actually gets in the way
- Slates must be filed by a defined deadline before the general meeting and require a minimum shareholding to present — the timetable, not the merits, is what most often excludes a candidate
- Board documentation and minutes are in Italian at the majority of issuers
- The interlocking-directorate prohibition restricts holding positions across competing banking, insurance and financial companies
- The collegio sindacale is a separate organ with its own duties; a foreign director should not assume it is an audit committee by another name
The instruments behind these answers
- Testo Unico della Finanza (Legislative Decree 58/1998) art. 147-ter — Directors of a listed company are elected from lists (voto di lista). At least one director must be drawn from the list that came second and is unconnected with the controlling shareholders — the minority director. (Republic of Italy)
- Testo Unico della Finanza art. 147-ter(4) and art. 148(3) — At least one director — two where the board exceeds seven members — must meet the statutory independence requirements applied to members of the collegio sindacale. (Republic of Italy)
- Law 120/2011 (Golfo-Mosca), as amended by Law 160/2019 — Requires the less-represented gender to hold at least two-fifths of board seats of listed companies, applying for six consecutive terms. Consob may sanction and, ultimately, the board forfeits office if the composition is not corrected. (Republic of Italy)
- Codice di Corporate Governance (2020) — Comply-or-explain. Asks for at least one-third of the board to be independent, and at least half in large companies, and treats service beyond nine years in the previous twelve as a circumstance affecting independence. (Comitato per la Corporate Governance, Borsa Italiana)
- Codice civile art. 2397 et seq. — Establishes the collegio sindacale — a board of statutory auditors separate from the board of directors, elected by shareholders on the same slate basis, with its chair drawn from the minority list. (Republic of Italy)
Reviewed against primary sources in September 2026. This is governance decision-support, not legal or tax advice. Rules change and transitional provisions frequently apply — verify against the primary instrument before you rely on it.
Eligibility is only the first question
Being allowed to sit on a board there is not the same as being read for one.
The mobility index answers the second question: whether your record is legible to a board in that market, whether you hold what it is currently short of, and whether you can do the job in the language its board works in.