In recent years, awareness of the role and responsibilities linked to the function of board member of companies and companies operating in various sectors has grown at all levels, from family businesses, passing through small and medium-sized enterprises - the driving force that constitutes the backbone of our country's economy - to reach the largest companies, listed on the stock exchange and multinationals. Little by little, a function with its own legitimacy and value is emerging more and more, which finally frees itself from prejudices and customs, which see in the role of the director only an almost honorable figure, well remunerated without particular tasks or responsibilities. This is an erroneous image, as it is obscured and distorted by urban legends that overshadow it, casting a veil of mistrust on a fundamental function, which instead appears central to the good corporate and business functioning of the many companies that make up the economic and entrepreneurial fabric.
This evolution in the perception of the fundamental role played by the corporate management and top management body (the board of directors) is the result of the affirmation, both internationally and nationally, of increasingly consolidated and shared corporate governance concepts and widespread.
In a nutshell, corporate governance is the set of tools, rules, relationships, processes and company systems aimed at a correct and efficient management of the company, understood as a system for balancing the often potentially divergent interests of shareholders, interest and corporate bodies. The corporate governance structure therefore expresses the rules and processes with which decisions are made in a company, the ways in which company objectives are decided, the means for achieving them and for measuring results. The corporate governance rules refer both to the laws and regulations of the legal system of the country in which the company operates and to the internal rules of the company itself. The relationships refer in particular to those between all the actors involved in corporate activities: the owners (i.e. shareholders), managers, directors, regulatory and supervisory authorities, employees and civil society in a broad sense. Processes and systems refer to the mechanisms of delegation of authority, performance measurement, security, reporting and accounting.
In addition to corporate governance, thanks to an increasing social sensitivity at the level of public opinion, corporate social responsibility - which refers to the area concerning the implications of an ethical nature within the strategic business vision: a manifestation of the will of large, small and medium-sized enterprises to effectively manage the problems of social and ethical impact within them and in the areas of activity. In essence, this is the need for a cultural, intellectual and social context in which a company is asked to adopt a socially responsible behavior, monitoring and responding to the economic, environmental and social expectations of all stakeholders with the aim to also take advantage of a competitive advantage and maximize long-term profits.
In this renewed context of increased legislative, regulatory, behavioral and social needs, in an economic world confronted with disruptive trends - such as digitalization and technological transformation - which in a very short time upset traditional and perfectly profitable work and production models and dynamics for decades. , more and more skills and awareness of their role, tasks and responsibilities are required, also and above all of the directors.
The professional figure of the independent director is thus emerging, specifically trained and prepared to be part of the management body of different companies and companies, not necessarily all necessarily active in the same sector of economic activity. This naturally determines the need to have specific training courses and to abandon the logic of appointments for merits of class, role, personal knowledge and even less for recognition of commitment and / or social, political or other merits. Finally! The role of director involves direct legal and reputational risks, with responsibilities of a civil, administrative, fiscal and criminal nature, hence the need for continuous training that allows the optimal and serene performance of the duties of director and a guarantee of professionalism for companies and to their shareholders.
At the national and international level, there is also the growing, albeit slow, involvement of women. In fact, being a director of a company is not a full-time job. The investment in terms of time depends in particular on the type of company and its size and activity, which allows to manage with a certain flexibility a portfolio of certain mandates, very well reconcilable with family and life needs, which could thus to allow an ever-increasing recruitment of women in these roles. In Switzerland, too, the need to ensure a gender diversity of at least 30% within the boards of directors, for the moment only of listed companies, has been introduced. This is a requirement that for the moment does not determine any direct pecuniary consequence to the extent that it is not respected, but only the need to account in the annual report on remuneration of the failure to reach the minimum quota, the related reasons and the consequent measures. planned to reach the minimum required altitude. Although of a purely explanatory nature, this consequence certainly has an important value in terms of reputation, in particular in the light of the increased sensitivity of public opinion, the media and investors in terms of corporate social responsibility and is therefore welcome.
And what about the pandemic? Without doubts, this is an extraordinary and exceptional situation, which has generated general insecurity, transforming the management of daily business activities into a permanent management of a crisis situation. Facing the prolonged emergency to survive, get out of it at best, and perhaps stronger than before, has become the new daily normal that requires skills, time, charisma and a cool head!
