The papers collected in this volume, written by a group of leading
European scholars, are the result of a research project promoted by
Emittenti Titoli.
In recent years, the academic debate focused on the relationship
between corporate governance and the financial crisis. It is still unclear
whether, and to what extent, dysfunctional corporate governance has
contributed to the recent financial crisis. Nonetheless, a number of
policy proposals have been put forward to redress the most obvious
failures. In particular, the European Commission published two Green
Papers, in 2010 and 2011, respectively, targeting corporate governance in
financial institutions and remuneration policies and the EU corporate
governance framework. In December 2012, on the basis of its reflection
and of the results of previous consultations, the European Commission
published an Action Plan outlining future initiatives in the areas of
European company law and corporate governance.
This volume analyses four main topics in the corporate governance of
European listed firms: (i) board structure and composition and their
interaction with ownership structure; (ii) board remuneration; (iii)
shareholder activism; and (iv) corporate governance disclosure based
on the ‘comply or explain’ approach. For each of them, the authors
provide new evidence and analyse its implications for the policy debate.
In the main, they challenge the conventional wisdom that corporate
governance in European firms was systematically dysfunctional and,
therefore, they suggest caution in bringing forward regulatory changes.
Basically, while proposals aimed at increasing disclosure and accountability
are usually well-grounded, caution is needed with respect to
proposals targeting specific governance arrangements (especially in the
fields of board composition and shareholder activism). Similarly, they
argue that the ‘comply or explain’ principle should be retained, but that
further efforts should be exercised to enhance disclosure.