GLI AMMINISTRATORI, IL SUCCESSO SOSTENIBILE E LA PIETRA DI SPINOZA

The Italian Corporate Governance Code of 2020 introduced the principle of management oriented towards the sustainable success of the company. The Code defines the wording “sustainable success” as the « creation of long-term value for the benefit of the shareholders, having regard to the interests of other relevant stakeholders in doing so ». This definition contains two semantic cores that make up the notion of “sustainable success”: a) a financial one, namely the “long lasting creation of value”; b) the duty to act according to the principles of the so called “corporate social responsibility” (ESG sustainability). The financial concept of sustainable success (or long-termism) has prevailed in the international debate on corporate governance after the great financial crisis of 2007, when some business practices, blindly focused on maximizing short-term profits, led many banks and financial corporations to bankruptcy. It was then argued that directors must also consider the long-term risks of their business strategies. However, after the economy recovered from the 2007 crisis, the long-termism approach has gradually lost its primacy: it has failed to introduce rules that can effectively induce directors to promote long lasting creation of value; furthermore it has been observed that short-termism may also have positive effects on corporate governance. Above all, if we consider business practice, it is easy to observe that company directors still consider it a priority to achieve profits in the short-term, in order to meet the shareholders’ expectations of an adequate return on their investment, even if that implies adopting highly risky business strategies: which led in 2023 to more bank crises. On the other hand, a growing consensus is building on the concept of sustainable success understood as “ESG sustainability”. A vast debate has developed in recent years on the duty of companies to act responsibly, having regard to the impact of the company’s operations on the community and the environment, to the interests of the company’s employees and of creditors and to the desirability of the company maintaining reputation for high standards of business conduct. Does it means that directors must consider the interests of the stakeholders as equal to those of the shareholders ? Do directors have a duty to act proactively to promote ESG goals, which would mean to go beyond of what is already prescribed by the law for those purposes ? The debate on this point is still open. However, even if at the present the existence of such a duty was to be excluded, at the same time it is unlikely that directors can consider themselves free to disregard ESG factors in their activity, because no company director can ignore the significant business opportunities for enterprises that respect ESG factors and, on the contrary, the reputational risks for companies that act without social responsibility.