Rituali di verifica nei collegi sindacali delle società quotate italiane: un’analisi testuale e quantitativa

The works object of the project discuss the supervisory concept of the board of auditors and of the advisory body according to two logics that of the "law" and that of the "ritual". The analysis carried out below aims precisely at identifying what is meant in this regard. The "scope of controls" is immediately clarified: controls can not be "merit" on the appropriateness and convenience of management decisions, but only on "legitimacy" of the choices themselves and the correctness of the decision-making process of the directors. The subject of the attention must never be the decision on the merits that is exclusively the responsibility of the directors but the way in which the decision-making process is formed. The board of statutory auditors and the advisory body are required to evaluate the company system as appropriate if it allows: - the complete, prompt and reliable disclosure of accounts and the representation of operating events; - the production of valid and useful information for management decisions and for the best protection of company assets; - the production of reliable data for the preparation of financial reports and, in particular, for the consolidated financial statements. It is now a known fact that corporate responsibility (administrative responsibility deriving from a crime pursuant to Legislative Decree No. 231/2001) is a significant risk from which companies should adequately protect through the adoption and effective implementation of an organizational and management model. However, even today, seventeen years after the entry into force of the D.L.gs. n. 231/2001, professional consultants, auditors and members of the supervisory bodies find models of poor adherence to the company and / or, even worse, with models, although potentially well prepared, not effectively implemented, let alone adequately supervised . Research on the best structure of the SB led to the multiplication of the guarantee figures within the company. Hence some considerations on the control network and how it is among the performance measurement and reporting tools of the company's "intangible" resources according to the international standards of the International Integrated Reporting Council (IRC). The 231 model is a tool that serves the company to have a "clear" vision of the government and business management. The model makes sense to the designer, not just as a "shield" to avoid the sanctions provided where the management or employees "break" or "elude" company protocols with the intent to make a fraud, but overall so that allows the company to operate inexpensiveness. Therefore, the model is an operative tool that serves to define through the protocols the "behaviors" that management and employees are required to observe in the company context. From the study of the theory of Michael Power on the "Rituals of verification" applied to the boards of statutory auditors and the supervisory bodies of the Italian non-financial listed companies on a sample of 170 companies, taking into account the audits carried out, my experience as auditors, meetings and interviews conducted with statutory auditors and members of supervisory bodies of listed and unlisted companies during the PhD program introduced some conclusive reflections that would help to understand the limits of work. In integrating work, the principles of business administration, internal audit and external audit have come together and we have integrated the work of the following aspects. The board of auditors and the supervisory body assure us only of one thing: that there are "verification rituals" that are "everything". And so we must trust that the "verification rituals" represent a minimum of vigilance on the "good rules" of corporate governance on "sound and prudent" management.