ITALIAN AND CHINESE CORPORATE GOVERNANCES OF "LIMITED COMPANIES"

Abstract

The concept of corporate governance (公司治理 Gongsi zhili) has expanded over the years, not just as a strict dependence among the various corporate actors (managers, directors and shareholders) focused on the creation and protection of shareholder value, but extending the stake of the interested parties with the inclusion of a multiplicity of actors and stakeholders. Despite the existence of many definitions about the concept of corporate governance, it is important to underline the corporate governance as a system or a process of directing and controlling the corporation focused on the needs of the shareholders. For this reason, I will explain a deeper study of Italian and Chinese internal governance bodies such as shareholder’s general meeting, administrative and supervisory boards. Corporate governance has been an object of attention in developed countries since the 1990s. In fact continuous economic globalization, as well as increasing negative public opinion about boards effectiveness and political pressure have been the reasons why corporate governance is now relevant. In Italy there have been numerous studies regarding the concept of corporate governance, such as those of Airoldi and Forestieri in 1998 and those of Bruni in 2002. In China corporate governance has recently become a central subject in academic, economic and political discussions. From the beginning of corporate practice, China has constantly adopted corporate forms and practices from Western systems. The 1994 Company Law is an innovative adoption and adaptation of Western corporate systems and laws. It adopts two form of companies of the Anglo-American systems: limited liability companies and companies limited by shares (private limited companies and public limited companies). It also adopts the German board structure that is the two-tier board system. However, China’s adaptation and adoption was a mishmash, causing some of the major issues of corporate governance. In this dissertation I make a comparison between Italian and Chinese corporate governances of limited companies ( limited liability company and company limited by shares). I also discuss Italian and Chinese corporate governance specifications and the major bodies, assessing the situation of a Chinese and Italian Joint Venture (中外合资企业Zhongwai hezi qiye). I have split this dissertation into two chapters, with the first one focused on the Italian corporate governance and the second one on the Chinese corporate governance. I also compare every aspect of corporate governance, such as models, roles and liabilities of each body responsible for managing the company. At the end of both chapters, I then discuss various problems created by the implementation of laws or a gap in the legislative system.