Il rumore nel consiglio di amministrazione

Decisions in any given field may frequently be subject to the influence of biases and noises, both of which are defined as systematic and random errors, respectively. Although the topic under discussion may appear to belong to the domain of behavioral economics, it in fact carries legal implications of greater significance than may be initially foreseen. In order to uphold the principle of legality, it is necessary to establish impartial and generalizable rules that apply to all decision-makers, including judges and directors alike. Although techniques of “decision hygiene” proposed by experts such as Kahneman, Sibony, and Sunstein can assist in reducing noise, such methods may not suffice, particularly within the realm of corporate governance, where the concept of rationality also calls for further consideration. This article examines the role of noise in taking corporate determinations, and explores the challenges associated with its elimination, highlighting the potential benefits of utilizing artificial intelligence (AI) to mitigate its effects, particularly in situations where multiple decisions are critical to a company’s functioning. While AI can help to clarify the reasoning behind resolutions, this paper raises the question of whether other safeguards provided by corporate law may also prove advantageous in this context. For instance, the presence of independent directors and those with specialized expertise, as required in the banking sector by Article 26 of the Italian Consolidated Banking Act, may assist in decreasing noise levels. Notwithstanding endeavors to diminish them by means of utilizing AI and alternative measures, it is important to acknowledge the inherent variability in human judgment. Therefore, it is crucial for corporations, directors and individuals to be familiar with the concept of noise and to be fully aware of its potential impacts, in order to then take appropriate steps to address it and mitigate such effects.