“The evolution of corporate governance is, first of all, a strategic choice that demonstrates the farsightedness and sensitivity of those who have the courage to innovate: the outgoing board list and the one-tier model are an example of this and deserve to be sustained". She stated it Marcello Bianchi, Deputy General Manager of Assonime at the conclusion of the conference organized by the same association on 14 June at the Bocconi University and dedicated to the corporate control system, with an eye to the innovative scope of the one-tier model.
“The evolution of the ownership structures with the opening of listed companies to international investors and the need to address the growing complexity of the rules that impact on the organizational structures represent – explains Bianchi – a stimulus to reflect on governance strategies and to explore the options that law and self-regulation offer listed companies. “The increase in the contestability of the largest listed companies and the regulator's growing attention to the role that the board plays in governance choices have stimulated some companies to make the board more responsible, also with reference to its adequate composition. The council's list is chosen by a small but growing number of companies, especially those of larger dimensions and characterized by more widespread ownership structures, and presents - underlined Bianchi - considerable merits. In addition to greater international recognition, this tool makes it possible to define a unitary structure of the board in terms of skills and professionalism necessary for its effective functioning and that of its committees, preventing the risk of excessive fragmentation of the corporate bodies. Last but not least, the data show that the board's list is liked by the market, garnering an overall approval rating higher than the lists presented by the controlling shareholder (+20%) and strong support from investors who seem to prefer it to the controlling shareholder's list ( +50%)”.
Speaking in the debate, Prof. Mario Stella Richter underlined that "The strategic role of the board starts precisely from the choice of the governance model that the company decides to adopt". If the monistic has met with so much interest, why have so far only a few companies (Intesa Sanpaolo, Ubi and Cattolica) decided to adopt it? The thing is - noted Prof. Piergaetano Marchetti – that the attractive and reassuring force of the traditional model and the complexities of reconstructing alternative models have discouraged an in-depth reflection of companies, but do not represent a real obstacle to the adoption of the one-tier model. The latter does not affect the effectiveness of the control system and even some of the apparent criticalities of the regulatory framework can be overcome with wise use of the statutory means.
But what are the advantages of monistic? Bianchi has identified many of them, taken up by some speakers and also confirmed by the testimonies of the companies that have undertaken this path: greater recognition at an international level, rationalization of the control system for some time influenced by interventions that ignore the unicum of the board of statutory auditors, enhancement of the role of the board. But, as emerges from the reconstruction of rules and statutory options, the real cornerstone of the monistic is the management control committee and above all the tasks assigned to it. To this end, many hope that the one-tier control body will be valued in its peculiarities and not flattened on the traditional model of the board of statutory auditors. Open and delicate issues still remain on the table such as the relationship of the supervisory body with Consob and Bankitalia, the issues to be resolved with reference to the scope and external limits of statutory autonomy, and the compatibility of these choices with the regulations applicable to groups.
