The Contribution of Non-Executive Committees for the Effectiveness of Corporate Governance

In the last decades, there has been an unprecedented acceleration in the evolution of the dynamics of production and consumption. The rapid development and vitality that characterize modern society seem unimaginable when compared to what happened only twenty years ago. Today, more than ever, we live in an era characterized by a strong dynamism, where everything is inexorably marked by speed and continuous change. In this context, businesses are constantly urged by consumers to provide products and services that are increasingly performative and adapted to their progressively more sophisticated demands. A successful enterprise must therefore have a dynamic approach in order to meet the needs of the evolving external environment. Such dynamism has never been so strong in every type of enterprise, ranging from private to public. It is precisely the ability to change quickly that determines a company's possibility to exist and remain in an increasingly global market. Clearly this process must be governed so that the stimuli coming from outside can be correctly understood by enterprises and transformed into value for stakeholders. The management of the process cannot occur in any other place than the company’s board, which is the body within the corporate governance system where decisions are made, strategies established, and results monitored and discussed. Corporate governance studies date back to the 20th century and originate in Anglo-Saxon countries, where advanced financial markets and a highly liberal system have resulted in the need to protect stockholders from corporate misbehaviour. Long after the first studies, numerous scandals ― due to lack of transparency, scarcity of accountability and opaque relations between companies and shareholders ― have encouraged a renewed focus on corporate governance. There have also been responses from international, supranational, and state bodies in defining rules of conduct aimed at regulating the relationship between the company and its stakeholders. The recognized need for the greater protection of stakeholders inevitably leads to higher complexity at the organizational and managerial level, given the need to implement a more effective control system. The answer to this need is represented by a managerial approach oriented towards corporate social responsibility with the aim of integrating stakeholders’ expectations in corporate governance choices. The board as a whole might not be the most suitable place to address issues that may present a risk to the undertaking, so the response is the appointment of committees. These bodies contribute to improving the effectiveness of board choices and reducing conflict of interest through their investigative, advisory, and supervisory activities. The aim of the volume is to highlight the value of committees, especially non-executive ones, in the achievement of a truly effective corporate governance capable of balancing the needs of different stakeholders in order to create value in the medium to long term. The volume is divided into two parts, the first concerning corporate governance and its effectiveness, and the second concerning the value of sustainability as a pillar of a modern corporate governance system. Each part is correlated by an appendix, each containing practical research aimed at verifying the theoretical background that is expounded and the conclusions that are drawn in the text. The first part opens with theoretical chapters aimed at framing the principles of corporate governance, its historical evolution, and its aims. Then a chapter focuses entirely on committees and concludes with the explanation of their usefulness in achieving effective corporate governance. The second part opens with the framing of sustainability in corporate governance and concludes with an explanation of the opportunities provided by setting up dedicated committees within the board