Il consiglio di amministrazione tra vincoli regolamentari e vincolo della creazione di valore

The Board of Directors of banks always had to reconcile the objective of creating value for the shareholders with regulatory constraints. In the last few years the task has become more difficult due to the growing incisiveness of the regulation and supervisory activities, to the changes that have occurred in the shareholding structure of banks and in the rules that define shareholders' rights and their interaction with the banks, to the greater attention paid to the requests made by stakeholders, above all in terms of the sustainability of the bank's objectives and the ethical behavior of its representatives, to the growing need to produce nonfinancial information of better quality. The paper tries to highlight the impacts that all this has produced on the activity of the Board of Directors in terms of complexity and responsibility and, as a consequence, of skills and time commitment required to its members. This involved a change in the process of identifying suitable candidates; given this necessity, the Authorities have defined more restrictive criteria in terms of individual characteristics and new rules with regard to the qualitative and quantitative composition of the Board.