This short essay provides some reflections upon the roles of Italian companies' boards in an age characterized by the pervasiveness of disruptive innovation. It first claims that the essential function of corporate governance is nowadays to ensure fruitful cooperation and mutual trust between outside investors and insiders. In a business world ever more dominated by disruptive innovation in all possible industries, the knowledge gap between insiders and outsiders is widening and the role of boards in ensuring dialogue between the two becomes correspondingly more important. Next, the essay reviews best practices on the role of corporate boards in the UK and the US and compares it with the boards' functions devised by law and selfregulation in Italy. Then, it focuses on boards' engagement with shareholders and highlights the distance between best practices in the UK and self-regulation in Italy, which focuses exclusively on the shareholder meeting as the occasion for board's engagement with shareholders. Finally, it reflects upon Italian boards' composition: in drawing a rosy picture about it, the essay finally sketches out some of the challenges Italian Companies to ensure that boards are, at the same time, independent, diverse across different dimensions, and characterized by sufficient expertise.
Il ruolo dei consigli di amministrazione delle società quotate italiane nell'era della disruptive innovation
Enriques, Luca
2017
Abstract
This short essay provides some reflections upon the roles of Italian companies' boards in an age characterized by the pervasiveness of disruptive innovation. It first claims that the essential function of corporate governance is nowadays to ensure fruitful cooperation and mutual trust between outside investors and insiders. In a business world ever more dominated by disruptive innovation in all possible industries, the knowledge gap between insiders and outsiders is widening and the role of boards in ensuring dialogue between the two becomes correspondingly more important. Next, the essay reviews best practices on the role of corporate boards in the UK and the US and compares it with the boards' functions devised by law and selfregulation in Italy. Then, it focuses on boards' engagement with shareholders and highlights the distance between best practices in the UK and self-regulation in Italy, which focuses exclusively on the shareholder meeting as the occasion for board's engagement with shareholders. Finally, it reflects upon Italian boards' composition: in drawing a rosy picture about it, the essay finally sketches out some of the challenges Italian Companies to ensure that boards are, at the same time, independent, diverse across different dimensions, and characterized by sufficient expertise.
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