Abstract

PERONE, Gianluca. of 'non-executive' directors to company information in the Italian experience. Rev. Derecho Privado [online]. 2013, n.25, pp.151-178. ISSN 0123-4366.

Abstract The power of non-executive director to acquire information on the company management must be well-defined. it is limited to the power to require that the executive directors communicate to the board of directors any data, which is necessary for monitoring the activities of the executive directors and of the management, and for the conscious sharing of all the managing decisions taken together. Unless otherwise provided by the articles of the company, however, the non-executive board members have no powers of investigation under which searching for information by conducting independent inspections in the offices of the company and/or by querying staff of employees and business associates. Exercising such extensive and discretionary powers of investigations does not appear to be consistent with the role that the new regulations of the company information system introduced by the Italian legislature intended to assign to the non-executive directors. in addition, more generally, it contrasts with the strict definition of the duties of supervision and control of the external directors over the company management that, for specific legislative choice, marks the renovated structure of the Italian companies.

Keywords : corporate law; italy; non-executive directors; duties of supervision and control.

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