Contributed By CMS Adonnino Ascoli & Cavasola Scamoni
The governance and management of the company is a responsibility of the management body.
The main bodies involved in the governance and management of the companies vary based on the model that the shareholders choose to adopt at the time of the incorporation of the company, or subsequently.
The most common model of corporate governance is the traditional model (modello tradizionale), which entails that the company is managed either by:
Alternatively, the company may adopt one of the following models:
In the case of companies with publicly traded shares, the 2006 Corporate Governance Code establishes the rule that the company must provide prior information on the reasons why and manner(s) in which it intends to adopt a non-traditional model.
In the case of SRLs, the management body might be either:
As a general rule and unless the bylaws provide otherwise, the management body has the power to manage the company and to carry out any act of ordinary and extraordinary management of the company, save for those powers and matters expressly reserved to the shareholders/quotaholders by the law or the bylaws, eg:
In the case of a sole director or directors with separate powers, unless the bylaws provide otherwise, directors have joint and several power to manage the company and to carry out any act of ordinary and/or extraordinary administration; the decisional process concerning which is not subject to specific formalities.
In the case of collective bodies, different rules apply based on the nature of the company, as described below (since the traditional model is the most common model of corporate governance in SPAs, the rules below are applicable to the decision-making process of the board of directors).
Decisions are adopted following a regular meeting, according to the rules which are usually set forth in the bylaws.
In brief, as a general rule and unless the bylaws provide otherwise:
The following matters:
must be adopted by the directors following a regular meeting. As a matter of practice, the applicable rules and formalities are set forth in the company’s bylaws; otherwise, the rules applicable to SPAs apply.
The bylaws of SRLs might provide that all the other decisions can be adopted by the directors through the procedure of written consultation or written consent, according to the specific formalities provided for therein. As a general rule, it is necessary that all members are able to participate in the decision and is adequately informed and that the executed documents clearly indicate items on the agenda and the consent granted to them.