4.5.3 What are the main features of the national corporate code regarding size, lay-out and subdivisions?

With respect to the current research two Italian corporate governance codes are reviewed, the 2002 and 2006 codes. The 2002 code consists of 14 chapters with in total 36 code provisions. After each provision further elucidation of the relevant provision is provided. It is remarkable that no introduction, preambles, final remarks or whatsoever are provided in the 2002 code. The first Italian code of 1999 had a short introduction by Stefano Preda himself and the 2006 code has a short introduction by the President of the Italian Stock Exchange, including an introduction principle containing the comply or explain principle. The 2006 code contains 12 chapters. The chapters are subdivided in principles (29 in total), criteria (46 in total) and comments. Compliance is required only as regards the principles and criteria of the 2006 code, however "issuers are urged to take into account the indications and suggestions found in the comment included at the bottom ofeach article (Italian Corporate Governance Code 2006, Introduction Principle). Taking the modifications to the Italian codes into account, the Italian corporate governance code has become more comprehensive after each modification, especially when the criteria were added in 2006. Moreover, it is remarkable that the topics of the codes (see table 4.5.3 below) are mainly formulated from and focus on the role of the board members. As also stated in the code's preambles, other stakeholders are of less importance since they ought to benefit indirectly or their position is protected otherwise. "The Code contains a minimum set of recommendations that outline an organisational structure for companies ofwhich the fundamental feature is the central position ofthe board ofdirectors (Italian Corporate Governance Code 1999, p. 18). At first glance the Italian corporate governance codes do not appear to be an instrument for improving the corporate governance structure of the entire company and its stakeholders. Probably the board was the main issue requiringimprovement. However, as stated in the above-mentioned literature, the position of and relationship between the block holders and the minority shareholders require attention in Italy as well and they should be expected to be a separate topic in the Italian corporate governance code.