IL RUOLO DEL PRESIDENTE DEL CONSIGLIO DI AMMINISTRAZIONE NELLE SOCIETÀ QUOTATE
Abstract
Until recently, listed companies were normally chaired by two different shapes
of Chairman of the board. Usually shareholders were oriented to select a
prestigious personality, sometimes entrusting to him management of
institutional relations. Like an ambassador, more projected to the outside and
committed to relations with shareholders and not so much involved in the
business activity. At other times, on the contrary, it was very common that the
Chair was also the CEO, often coinciding with the owner. Today such practices
are still in use and very frequent, however the best practices of corporate
governance are driving a significant change in the role of Chair.
More recently, in particular with the development of the corporate governance,
in European countries (regardless to different adopted governance systems)
there is a clear tendency towards distinction between directing, supervising
and governing as a board function and managing the business of enterprise as
management function. This structural evolution of good rules requires that the
Chairman of the board should stand as the main "gear” for the proper
coordination of the two poles, on one hand, implementing an ever greater
maturity and depth of knowledge of the non-executive directors and, secondly,
ensuring to prevent excessive concentration of power.
References
- ECODA IFC, A Guide to Corporate Governance Practices in the European Union, IFC, 2015.
- G20/OECD, Principles of Corporate Governance, 2015.
- DAVIES P., HOPT K., NOWAK R., VAN SOLINGE G., Corporate Boards in Law and Practice: A Comparative Analysis in Europe, OUP Oxford, 2013.
- EBA, Orientamenti sulla valutazione della idoneità dei membri dell’organo gestorio, 2012.
- BASEL COMITTEE ON BANKING SUPERVISION, Corporate principles for Banks, July 2015.
- THE EUROPEAN HOUSE AMBROSETTI, L’Osservatorio sull’eccellenza dei sistemi8 di governi in Italia, Edizione 2015.
- LINCIANO N., CIAVARELLA A., SIGNORETTI R., 2015 Report on corporate governance of Italian listed companies, Dicembre 2015.
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