ROME (ITALPRESS) – The number of listed companies that have introduced in the statute the possibility for the outgoing Board of Directors to formulate their own list of candidates for the renewal of the board has grown significantly in recent years. The novelty, useful for example in the recent renewal of Tim’s complaint, does not fail to arouse perplexity among those who underline the risks of self-reference and consequent opacity of corporate governance. A webinar organized by the Luiss School of Law, which saw the interventions of Paola Severino, Patrizia Grieco, Tommaso Corcos, Andrea Zoppini, Alessia Mosca, Antonio Nuzzo and Giuseppe Vegas addressed the issue from different points of view. For Patrizia Grieco, president of MPS, the Consolidated Law on Finance that regulates the functioning of our listed companies “was conceived and written assuming a composition of the Board deriving from the competition in the meeting of competing lists presented by the shareholders, who individually or as a group control a certain minimum percentage of the share capital “. “Where this condition does not exist due to the absence of significant shareholders or the unwillingness of these to submit their own lists – argued Andrea Zoppini, professor of Civil Law and advisor Tim in the path that led to the appointment of the new Board of Directors with the tool of the Board of Directors list – and provided that there is unanimous agreement among the shareholders, the Board of Directors list is in fact a useful tool for arriving at the formation of the new board “. But when these conditions do not arise because there are stable or controlling shareholders or there is no agreement between the shareholders, Antonio Nuzzo, director of the Luiss School of Law, underlined, “the list of the council lends itself to risks of opacity of the control structures, stiffening of the directors’ rotation mechanisms and ultimately self-referentiality and self-protection “. Much has been done in recent years in terms of governance of listed companies, said Paola Severino, president of the Scientific Council of the School of Law. Giuseppe Vegas, former Consob chairman, observed how “from the debate it emerged that the list of the Board of Directors can distort the general objectives of economic development of the system, condemning the company to conservation and therefore to decline if it allows the compression of shareholders’ rights or the capture of directors by those who compile the list “. As for the minority lists, “they are a tool for resolving some possible conflicts between an ego-centered management and the world of minorities, but they are not the opposition within a board of directors”, according to the president of Assogestioni, Tommaso Corcos . The debate highlighted the importance of an intervention by the legislator or at least by the regulatory authority (Consob) capable of guaranteeing all shareholders from the risks of self-referentiality and even autocracy of the administrative bodies. (ITALPRESS). ads / com 03-Jun-21 18:38
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