Some recent Italian corporate events have forcefully brought to the fore the more general and decidedly crucial theme of the corporate governance, after a period in which attention seemed to have mainly focused on the other two elements, Environmental and Social, of the acronym ESG.
Also for this contingent and highly topical reason, Luigi's new book should be welcomed with interest. A. Bianchi "Corporate management - Boards of directors between rules and organizational models", published by the Mill (312 pages, 22,00 euros). A subject, that of corporate governance, generally considered a reserve for intellectual exercises by a limited circle of specialists, and which, on the other hand, deserves to be disseminated not only for the purpose of a generic cognitive expansion, but, also and above all, to acquire greater awareness of its real impact in the context of our country.
A first non-trivial merit that must be recognized a Luigi Arturo Bianchi, professor of Commercial Law at the Bocconi University of Milan and with experience gained in the field in his role as director and member of control and supervisory bodies in large companies, is having outlined a systematizing picture of a subject , as complex as it is fascinating, offering the reader a valid cognitive support, enriched by the results of one's professional experience. An operation conducted - and this is a second important merit of the book - with a clear and accessible language, which, without affecting its scientific rigor, makes reading the text decidedly easy and attractive.
Moving on to the structure of the book, which is divided into 12 chapters overall, after an accurate description of the specific Italian situation and the related regulatory reference framework, we examine in detail the distinctive features of Italian corporate governance, capturing the most significant differences with respect to the model adopted in the United States defined as "board centric", in particular, as regards the still decisive role in our country of the Shareholders' Meeting.
After pausing to analyze carefully the main management duties of directors, Bianchi tackles the topic of business management, describing the organizational and strategic aspects related to it, as well as its concrete impact on the directors themselves, both in terms of current management and extraordinary operations.
The discussion of the matter of corporate governance is then completed by the chapters dedicated to control obligations, which report to the directors and by the specificities that distinguish them in carrying out their "mission" in a company of issuers. An analytical profile, the latter, which conveniently extends to the illustration of the figures of independent directors and those appointed by corporate minorities.
The book closes with a limited space (but of considerable importance) dedicated to role of the manager in charge of preparing the accounting documents, a figure introduced into our legal system by the so-called Savings Law of 2005. Of this figure, of great corporate importance, the levels of operational autonomy are examined in particular, which are essential for a satisfactory performance of one's duties, as well as the complexes and delicate aspects of interrelation with the delegated bodies of the company.
Ultimately, this is a book, as explicitly stated by the author himself in his Presentation, which aims to contribute to filling an evident and serious gap in the literature on corporate governance. An objective, certainly challenging, pursued with an original approach, which allows a real and effective usability of this work also to the general public.
