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Executive and Non-Executive Directors. Points of Contact between Civil and Common Law

Luca Vernero, Ph.D. Student in Law, the Person and the Market, University of Turin

L’articolo affronta il tema del funzionamento del consiglio di amministrazione. In particolar modo, si approfondiscono le differenti prerogative degli amministratori esecutivi e non esecutivi da un punto di vista comparato, sulla base dell’analisi tra gli ordinamenti di civil law e quelli di common law.

L’autore giunge alla conclusione che, seppure vi siano alcune differenze, i principi generali e gli schemi di funzionamento non si discostano in maniera sostanziale tra i vari ordinamenti.


Amministratori esecutivi e non esecutivi. Punti di contatto tra civil e common law

This paper deals with the topic of the functioning of the board of directors. In particular, it discusses the different powers belonging to executive and non-executive directors from a comparative point of view, deepening the analysis between civil law and common law systems.

The author reaches the conclusion that, although there are some differences, the general principles and operating schemes do not differ substantially between the various legal systems.

Keywords: board of directors - delegated bodies - non-executive directors - common law - civil law.

1. Introduction

The practice of attributing different powers between executive and non-executive directors within corporate boards is known across various corporate legal systems [1]. Although there might be certain differences within national frameworks, there are indeed common features across jurisdictions with regard to the exercise of management powers granted to directors.

This paper aims to address the grounds on which managing activities revolve around as well as to highlight to what extent national provisions differ from each other [2].

Accordingly, the analysis is based on both civil law countries, such as Italy, France and Spain, as well as on common law nations, such as the United States and the United Kingdom [3], and mainly focuses on the distinction between executives and non-executive board members’ prerogatives to manage the company [4].

In accordance with the aforementioned objectives, this paper delves into CEOs’ management powers, the delegation of such powers and the role of non-executive [continua..]

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