L'alta dirigenza dell'impresa

The advent, at the beginning of the 1940s, within the system of industrial relations existing within the main Western economies, of a business model based on the prevailing dissociation between ownership of production factors and management of themselves, has favored the emergence of a particular category of managers defined as “managerial”. This name was used to designate the executive managers responsible for externalizing and implementing the decisions taken by the management, benefiting, in the fulfilment of their duties, from margins of discretion compatible with compliance with the directives given by the management itself. The constituent elements of the notion of managerial class find correspondence, in the Italian legal system, in the names “senior management”, or “top management” respectively used by the I.V.ASS Regulation. n. 38/2018 and the Bank of Italy Circular no. 285/2013, and by the 2020 Corporate Governance Code, to indicate the managers responsible for the implementation, maintenance and monitoring of the corporate governance system, consistently with the directives coming from the administrative body. The national legislator does not provide the definition of manager. The paper aims, therefore, to identify the criteria on the basis of which to arrive at a satisfactory representation of the manager, to then ascertain the possible occurrence of the characteristic requirements for some corporate figures specifically contemplated by the legislation in force (General Counsel; Chief Financial Officer; Chief Compliance Officer; Chief Audit Executive; Chief Risk Officer). Only after this verification will it be possible to establish whether these managers belong to the “senior management” sector.