"Corporate governance: a comparison amongst Italian, British and American listed companies"

In the last few years, there has been a marked growth in the interest for corporate governance issues both in academic research and from a normative point of view. The recent scandals (Enron, Worldcom, and now Parmalat) have intensified the demand from investors and public authorities for better governance. This paper aims at analysing corporate governance structures and policies of all companies listed on the Italian Stock Exchange (273) and a sample which includes the top 50 companies listed on the New York Stock Exchange and the top 50 ones listed on the London Stock Exchange. Information on corporate governance has been collected from the companies’ Web sites, the annual reports, as well as other documents regarding corporate governance features. The main objectives of the research are: Ÿ to monitor corporate governance structures and policies adopted by the companies included in our sample; Ÿ to make a comparison between corporate governance in Italian companies and in Anglo-Saxon companies; Ÿ to define determinants of corporate governance. As far as the first objective is concerned, we have information concerning board size, number and qualification of independent and non-executive directors, compensation and nomination policies, separation of the chairman from the chief executive officer, audit committee size, composition and policies; internal dealing regulations, shareholders’ meeting rules and so on. The international comparison aims at highlighting differences between the Anglo-Saxon corporate governance model and the Italian one. In Italy, corporate governance issues did not attract much attention in the past, given the high concentration in the ownership structure of most Italian listed companies, the influence of families in running companies, and the absence of a real separation between capitalists and management. However, the increase in the number of companies listed on the Stock Exchange, the issue of the Preda Code (the Self Regulation Act for listed companies), and the ever increasing pressures coming from foreign institutional investors are emphasizing the importance of corporate governance issues thus pushing more and more companies to embrace Anglo-Saxon practices (independent directors, audit, nomination and remuneration committees).