Abstract

Corporate governance of companies is a hot topic for both researchers and practitioners since the last decades. The investigations on this theme revealed the presence of many different approaches and practices in the decision-making process and managing companies among different countries. This paper is focused on Italy, where distinctive features of corporate governance can be identified (i.e., with regard to the ownership structure of companies) due to the peculiar legal and industrial framework in which Italian companies operate. The contribution of the paper is to further shed light on the historical background of the Italian industrial sector that made the Italian industrial system slightly different from the other countries and to give a comprehensive, but synthetic, view of the corporate governance of Italian listed companies. Current and further researches needed are also commented on and suggested

Highlights

  • Corporate governance (CG) can be broadly defined as the processes and relations by which firms are managed (Brogi & Lagasio, 2019a)

  • CG deals with the allocation of rights among the different people involved in the companies and delineate rules and procedures for decision-making which affect stakeholders’ interests

  • Regarding the industrial environment, is important to observe that the Italian industrial system mostly consists in small and medium-sized enterprises, as defined in the EU recommendation 2003/361: micro enterprises count less than 10 employees and turnover minor or equal to 2m€; small enterprises count less than 50 employees and turnover minor or equal to 10m€ (10m€); medium enterprises count less than 250 employees and turnover minor or equal to 50m€ (43m€)

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Summary

INTRODUCTION

Corporate governance (CG) can be broadly defined as the processes and relations by which firms are managed (Brogi & Lagasio, 2019a). Regarding the industrial environment, is important to observe that the Italian industrial system mostly consists in small and medium-sized enterprises, as defined in the EU recommendation 2003/361: micro enterprises count less than 10 employees and turnover minor or equal to 2m€ (or total assets minor or equal to 2m€); small enterprises count less than 50 employees and turnover minor or equal to 10m€ (10m€); medium enterprises count less than 250 employees and turnover minor or equal to 50m€ (43m€) This certainly provides consequences to the ownership structure and managing features characterizing Italian companies that are worthy to be adequately discussed.

OWNERSHIP STRUCTURE AND CORPORATE CONTROL
CORPORATE BOARD PRACTICES IN ITALY
Shareholders and their meetings
The board of directors
Board size and composition
Non-executive and independent directors
Board diversity
CEO duality
Board committees
Remuneration of directors
The Board of Statutory Auditors
CORPORATE GOVERNANCE AND COMPANY PERFORMANCE
Findings
CONCLUSION
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