Non-executive Directors and Auditors in the Context of the UK Corporate Governance: Two (or Too Many?) “Pirandellian” Characters still in the Search of an Author?

Abstract

The controversial figure of the "non-executive" directors within the UK corporate governance is analysised and dissected in this contribution, through a comparative analysis with the Italian jurisdiction. The theory underpinning the contribution, which was written and finished BEFORE the start of the doctrinal debate about the ability of the auditing system of the listed company in Britain, is that the non-executive directors are probably a obscure and probably flawed "organ" within the management of a company, particularly a listed entity. The proposal of the contribution, duly corroborated through a comparative analysis with the continental jurisdiction, is to foster a different and more rational system of governance hinged upon the auditors in listed companies, in the same fashion as the "collegio sindacale" in the Italian legislation. The article does not spare criticism towards the Italian system of corporate governance (where the auditors are mandatory both for listed companies and non-listed ones). In a nutshell, the view advocated in the contribution is to encourage the Italian legislator to reach out to the UK legislation so that the auditors be removed in the non-listed companies, and preserved in the listed ones, for the purposes of a more lassaiz-faire system of governance in the former companies, of a more protectionist in the latter.The article, certainly impact making in the light of its "de iure condendo" analysis, has been published, in its abridged version, also in Italian, on the law journal "Le Societa'