Governance of a group means that the interests of the unified economic entity override those of the single entities forming the group.
Corporate governance systems cover management of all activities carried out by the group. They are unified systems with institutional aims, a set of business rules that aim to achieve overall management objectives.
The economic subject has control and therefore the decision-making power to govern the other entities in the group.
This translates into relative dependence on the part of the subsidiaries depending on the degree of majority or minority interest the controlling company holds and on the extent to which subsidiary management accepts the corporate mission.
Dependence is also overturned because final governance structure is mediated by the management structure typical of each of the entities in the system.
A conflict of interest may arise if certain behaviour on the part of the controlling company’s administration risks damaging the administration of one of its subsidiaries.
Provisions on group structures “Direction and coordination of a company” (art. 2497 – art. 2497 septies).
Definition of “principles of correct corporate governance and correct business practice”. Responsibility towards shareholders “for prejudice caused to the coordinated company’s income-generating capacity and to the value of their shareholdings”.
Responsibility to creditors for “damages caused to the company’s assets”.
Consolidated financial statements represent a very real tool for internal control for strategic groups.
For economic groups, the consolidated statement is a way of controlling assets and solvency. Emphasis is placed on financial aspects.
Asset groups direct and coordinate the heterogeneous companies making up the group as if they were investments in fixed assets like buildings.
Formal groups are a kind of grouping that has never actually been completed.
We will look at Luxottica in terms of its governance model and the way the group’s strategic framework is set.
We use the example of Mediaset to look at governance model and strategic framework.
We also use the Pirelli group as an example of governance models and group strategic framework.
The Fiat group is also another example we use to illustrate governance models and strategic framework.