Search for the governance you need
First the social and health crisis, then the current international economic and geopolitical instability have not only taught companies how to reorganize themselves in case of emergency but, above all, have pushed the top management to look outside for the new knowledge they need. Digital experts, logistics, global trade, specialists in procurement markets are just a few examples of the professional figures that may be necessary. In addition, the problem is that, often, "these skills are not present on the boards. They are to be found elsewhere. It is an opportunity for the board to begin to openup to the outside world or to strengthen its projection. Moreover, andwinds that significantly disturb the markets are increasingly frequent", says Enrico Maria Bignami, chairman of the executive committee of Bignami Associati, a business, corporate, tax and governance consulting firm, as well as the statutory auditor of Eni. "Those who are at the head of the company must have a valid team of advisors on the various issues of greatest interest to the company, especially in unlisted Italian companies", underlines Bignami. "The choice of the CEO himself must respond to the demand for specific skills. In Europe, between France, Germany, Great Britain and Italy, about 84% of businesses are family but, in other countries, the choice of the CEO among the members of the owner family is less than 50% of cases. In the Peninsula, on the other hand, the latter figure is also around 84%".
Are you saying that Italy does not stand out for the openness of its family businesses?
Italy is certainly one of the most advanced countries in terms of corporate governance. Abroad, anyway, they are not much more reactive to change. In both cases, however, I say that being the majority shareholder and leading a company are two elements that do not necessarily have to coincide. In addition, regardless of the CEO pre-chosen, running a business is a job for which you must be prepared; there are, for example, professionals, such as chief risk managers, to whom to entrust the systematic work of monitoring internal and external risks.
What is the prevailing model of corporate governance in Italy today?
It is still the one that sees the adoption of the traditional model of administration, with the majority shareholder who also holds the position of CEO on the board, flanked by a board of statutory auditors to control the overall work. And, if the role of the family is maintained but the weight of external management grows in parallel, then an optimal balance is achieved. More generally, however, it must be reiterated that there is no best model of corporate governance. Just like the choice of business organization which, in turn, varies according to the objectives to be pursued.
What is some practical advice to evolve positively?
Also learn from mistakes you avoided. In risk management, a "near miss" is defined as the situation in which we have almost had to face a problem or its consequences. Even if neither actually happened, it is useful to safeguard oneself from further similar dangers and their economic cost. Moreover, today, the repercussions of a problem can also affect, to an important extent, the very image of the firm. Just think of a possible environmental damage caused by the company, right now that the ecological awareness of the market is strengthening.
Biography
Enrico Maria Bignami is chairman of the executive committee of Bignami Associati, a business, corporate, tax and governance consulting firm, as well as effective trade union of eni. He graduated in Business Administration at Bocconi University and, today, is the leader of topic governance of Bocconi Alumni. During his university studies, he learned in particular that "we must privilege commitment and concentration, cultivate listening skills, problem solving and synthesis, but also know how to have fun. It was a period of great growth, fantastic and unrepeatable," says Bignami.