Amministratori indipendenti e amministratori di minoranza: stato dell’arte e proposte evolutive

Translated title of the contribution: [Autom. eng. transl.] Independent directors and minority directors: state of the art and evolutionary proposals

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Abstract

[Autom. eng. transl.] This paper analyzes issues related to "independent" directors and minority directors in Italian listed companies. With regard to independent directors, the plurality of definitions adopted in Italy has generated problems that can be overcome with some simple regulatory changes. With regard to list voting and minority directors, it is discussed whether and how it is possible, without losing important features of the current system, to import some desirable rules, of common application in foreign financially advanced countries, which provide for: a) the involvement of the Board in the preparation of applications; b) voting on single candidates rather than on closed lists; c) the constraint that the election of each director requires the consent of the majority of shareholders. It is shown that transplantation is possible, with appropriate precautions, for the first two, while the third has some contraindications and may involve trade-offs that require "political" decisions and value judgments.
Translated title of the contribution[Autom. eng. transl.] Independent directors and minority directors: state of the art and evolutionary proposals
Original languageItalian
Pages (from-to)19-52
Number of pages34
JournalQUADERNI GIURIDICI
Publication statusPublished - 2015

Keywords

  • board elections
  • shareholders' meeting

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