The article “Investors and Independent Directors” (original title: “Investitori finanziari e amministratori indipendenti”) by Daniela Carosio, SVI Senior Partner, was published in the Nedcommunity online review Nr. 23 as of May 2015 .
The financial crisis has highlighted the leaks in the corporate governance and risk management of huge banks. As a result of the review on the governance of the big financial institutions conducted by the Walker Commission in the UK and by the Financial Stability Board, recommendations have been issued on the relevant role of institutional investors in monitoring the composition of the Board of Directors of the big banks and their the remuneration policies. Independent directors are central for a super partes control of the remuneration policy.
Professor Carosio explains how the stewardship principles provide useful guidelines to improve the dialogue between investors and listed companies. Much attention has been devouted to the enforcement of the stewardship principles in the UK and elsewhere in Europe, through the EFAMA Code for External Governance. Also with the introduction of the Italian Stewardship Code at the end of 2013, the stewardship principles and dialogue between institutional investors and issuers have emerged as novelty in the Italian scenario.
Which role independent directors play in this dialogue is finally questioned in the article.