Governance, Risk, and Compliance Handbook: Technology, Finance, Environmental, and International Guidance and Best Practices

CHAPTER 58

CORPORATE GOVERNANCE: AN OVERVIEW ON THE ITALIAN CASE

Marco Venturini

Francesca Bevilacqua

58.1 INTRODUCTION

(a) The Italian Capitalistic Model

(b) The Evolution of Corporate Governance in Italy

58.2 THE INSTITUTIONAL POINT OF VIEW

(a) Corporate Governance in S.p.As

(b) Corporate Governance in S.r.ls

58.3 THE MANAGERIAL POINT OF VIEW

58.4 CONCLUSION

NOTES

REFERENCES

58.1 INTRODUCTION

The recent financial scandals in Italy, such as Parmalat, Cirio, and Telecom have led to an increasing attention on corporate governance, the system of rules and practices aimed at ensuring the efficient, effective, and ethical corporate activities.

As a consequence, the interest generated by the area of corporate governance has led to the need for a more appropriate and exhaustive system of laws and controls.

In this chapter we try to analyze the Italian capitalistic model, the evolution of the corporate governance within this scenario, and the current legislation in Italy.

(a) THE ITALIAN CAPITALISTIC MODEL

A survey carried out by Banca d'Italia in 2001 shows that the most representative enterprises in the Italian capitalistic model are small and medium companies, in which the owner, the shareholder, and the manager are often the same person. Even if this kind of company, with its simplified legal structure, is the most common and characteristic in the Italian capitalistic model, there is a wide variety of other enterprise structures that exist:

• Small and medium family enterprises
• Small-medium ...