Governance Innovation and Enhancement: The New One-Tier Model of UBI Banca

Abstract

On the basis of their experience and capitalism model, every country has developed different systems of corporate governance. For many years, in various European countries, there were debates on the opportunities and methods of harmonising European company law; in Italy, one of the most important change was the possibility for limited companies to choose between three management and supervision models: the Italian traditional model, the two-tier model (of German origin), and the one-tier model (of Anglo-Saxon origin). In our study we analyse one-tier and two-tier systems, first theoretically and legislatively and theirs application in Italian quoted companies in the banking sector. We selected this sector because limited banking companies were created in Italy in a recently period (2006-2007), as a result of national amalgamation and merger operation. We illustrate an important case in depth, namely the governance system at UBI Banca as a phenomenological case. Main study’s objective is to analyse transition of UBI Banca from the two-tier model (2007) to the one-tier model (2018), identifying the main causes and reasons for this choice.