Corporate Governance of listed companies: function, models and instruments. Brief notes on the experience of a listed Italian Group

Abstract

Corporate Governance: one size fits all? - Corporate governance has become one of the issues of greatest interest for those who work within a listed company. Recent years have seen a growing demand for fair, efficient and effective governance, especially for large cap listed companies, owing on the one hand to the development and the globalisation of financial markets and on the other to the succession of financial scandals that have diminished their reliability and transparency. The response has been the adoption of far-reaching legislative measures in various countries, such as the Sarbanes-Oxley Act of 30 July 2002 in the United States and Law 262 of 28 December 2005 on the protection of savings and the regulation of the financial markets in Italy, but also the production of recommendations of international and national authorities and self-regulatory codes. Although the latter do not have the force of law, they nonetheless affect listed companies' conduct and with their adoption on a voluntary basis contribute to the establishment of best practices. This extensive production of documents has not led to a single definition of corporate governance but rather to a variety of solutions in which separate aspects and functions are chosen and combined from time to time in light of the peculiar features of individual countries in terms of their approach to corporate governance and its problems and according to the differences in their economic and financial systems.