Minorities’ Representativeness on the Board and their Effect on the Level of Compliance with the Italian RPTs Regulation

By | 2023-02-09T22:26:34+01:00 February 9th, 2023|

Pietro Fera, Rosa Vinciguerra / Financial Reporting / 2-2022

The definition and regulation of related-party transactions (RPTs) depend mainly on the conceptual framework underlying the interpretation of such a phenomenon. While the conflict of interests hypothesis focuses on opportunistic behaviours, the efficient transaction hypothesis suggests that RPTs lead to more efficient. In such a scenario, instead of providing opposite interpretations, the contingency hypothesis considers the potential risks and benefits associated with specific RPTs, i.e. other contex- tual factors and corporate governance mechanisms. Among the latter, independent directors, empowered by the majority of national legislations worldwide, should play a crucial role in spotlighting opportunistic behaviours to the detriment of minorities. However, in light of the many corporate scandals that have stressed the RPTs’ issues, practitioners and academics have questioned their effectiveness, especially in contexts characterized by high ownership concentration, while leaving room for the so-called minority directors, i.e. independent directors appointed by minority shareholders. On this matter, aiming to analyse the potential impact of minority directors on the level of procedural compliance for the RPTs’ implementation, this empirical study, based on a data set, shows that they represent a more effective tool for the full and strict adoption of the current RPTs regulation, while independent directors fail in their monitoring role and are ineffective in bolstering corporate transparency with regard to RPTs.

 

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La disclosure sulla corporate governance nei gruppi, strumento di tutela di interessi diffusi. Un’analisi critica nel contesto italiano (Corporate governance, information and control in business groups. A study in the italian context)

By | 2017-12-27T17:57:24+01:00 December 27th, 2017|

Fellegara Anna Maria, Tibiletti Veronica, Marchini Pier Luigi/ Financial Reporting, Riviste / Fascicolo: 1-2011

Nella normativa nazionale, il concetto di gruppo aziendale non è precisamente definito. Di conseguenza, il riconoscimento dei confini di gruppo non è sempre immediato, il che può implicare difficoltà nell’individuazione delle responsabilità delle scelte economiche assunte al suo interno. Tale circostanza può danneggiare gli interessi dei soci di minoranza. Con riferimento a questi temi, in Italia sono state introdotte regole volte a rendere maggiormente trasparenti gli assetti proprietari nei gruppi aziendali. Gli autori si propongono di analizzare qualità ed efficacia della comunicazione in tema di Corporate governance dei gruppi aziendali, con particolare riferimento agli effetti prodotti dalla normativa in materia di direzione e coordinamento di società.

In the Italian legal system, the concept of “business group” is not defined. As a consequence, it could be difficult to define boundaries of the business groups; this absence may cause serious complications in the definition of the responsibilities linked to the economic choices realized by the enterprises of the group. Minority shareholders who would be mostly likely to be damaged by this. In this respect, also in Italy specific rules were introduced to manage the corporate governance of the enterprises. The aim of the present paper is in particular to analyze the quality of disclosure regarding corporate governance in a sample of Italian listed companies and in particular the improvement in disclosure regarding the structure of economic groups brought about the rules regarding “management and control activity”.

Keywords: corporate governance, shareholder’s structure, disclosure, business groups, consolidated financial statement, institutional interests

 

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Do Corporate Governance Characteristics Affect Non-Financial Risk Disclosure in Government-owned Companies? The Italian Experience

By | 2017-12-27T14:14:26+01:00 December 27th, 2017|

Allini Alessandra, Manes Rossi Francesca, Macchioni Riccardo/ Financial Reporting, Riviste / Fascicolo: 1-2014

While a considerable amount of research has already been carried out into the corporate governance determinants of non-financial risk disclosure in companies in the private sector, such determinants in the annual reports of listed Governmentowned Companies (LGCs) have yet to be investigated fully. This study attempts to complete the picture. Italian LGCs have been selected for analysis and agency theory has been applied in the public sector under the accountability paradigm. The research investigates whether non-financial risk disclosure provided in the Management Commentary (MC) of Italian LGCs may be affected by ownership concentration, corporate governance mechanisms and company-specific features. The issue is of particular importance in a country where Government intervention has significantly affected its economic development since the nineteenth century. Our findings show that there is a relationship between the level of non-financial risk disclosure and Board diversity, leverage and sector. Our findings also reveal some useful insights concerning policy makers and standard setters.

Keywords: Government-owned companies, accountability, non-financial risk disclosure, corporate governance.

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