Board of Directors and Shareholder Relationship: A comparative approach between the UK and Italy

6 INTRODUCTION In today's corporate landscape, the relationship between the board of directors and shareholders holds immense importance in ensuring effective corporate governance and safeguarding the interests of stakeholders. Corporate governance scandals are proof of how corporate practices influence not only the economic and financial performance of a Company but also how much the social and political aspects of society depend on it. Corporate governance can be summarily defined as “the way in which companies are directed and controlled”. However, there is no such a “one-size-fits-all” approach to corporate governance as it is dependent on national laws, culture, politics, and economy. That is why this thesis examines and compares the board of directors and shareholders' relationship between the United Kingdom (UK) and Italy and what we can gain and improve from the strengths and the weaknesses of their models. The UK and Italy have distinctive legal frameworks, corporate governance codes, and cultural norms that shape the dynamics between boards of directors and shareholders. The UK is renowned for its principles-based approach, with the Combined Code on Corporate Governance serving as a guiding framework. On the other extreme instead, there is Italy with its civil law tradition and family businesses concentrated ownership leading the way in the Italian corporate landscape. Understanding the nuances of the board of directors and shareholders' relationship is vital in fostering transparency, accountability, and the protection of shareholders' interests while at the same time, enhancing the shareholders’ engagement in decision-making processes and strategic planning in the company. Specifically, we seek to address the following research questions: