Strategic management e corporate governance: good theories e bad practices in una relazione cruciale per le imprese

The aim of this article is to examine the dynamics of the relationships between corporate governance and strategic management. We take into scrutiny the relationships (and the mechanisms that control it) between the strategic function (i.e., who defines the firms strategy and supervisions its implementation) and the governance function (i.e., the congruence assessment between the firm strategy selected and the interests of the ownership and of other relevant stakeholders represented in the BoD and the effectiveness appraisal of the entrepreneurial action). The paper is the initial step of a wider research project aimed to assess the managerial fallouts of the dynamic interconnections between corporate governance and strategic management.

Notwithstanding the extant copious body of studies respectively in the corporate governance field and in the strategic management domain, todays business practice brings to light several cases in which the relationship between the entrepreneurial function (or strategy formulation) and the governance roles underscores the existence of uncertain situations and dangerous juxtapositions, which can turn out hazardous conflicts of interest suitable to jeopardize the firms value creation process. The novelty of the study resides in that it promises to be able to capture the dynamic evolution of the relation between strategic management and corporate governance. This is tied to the contours of the two elements that, in the initial phases of business development, are strictly combined. In fact, in the entrepreneurial stage ownership, entrepreneurship and management are normally concentrated in the same individuals. Afterwards, strategy and governance tend to separate while keeping, in some cases, various degrees of connection.

To manage effectively and efficiently the progressive separation between the strategic function and the governance function, significant importance is taken by the institutional, normative and cultural contexts. Different contextual frameworks typically match up with different typologies of the capitalist regime. For instance, we can speculate on the role of the financing modalities (banking system vs market), on the choices concerning the efficiency and transparency of the financial markets, on the proclivity of the legal system and the commercial practice (e.g., the double Board system, the different kinds of shares, and so on). The reference to a few instant case-histories, extracted from recent lively experiences of Italian companies, complements the appreciation of the issue at hand and helps distil some interesting implications for managerial practices.

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